Home > Insider Trading > Filing (0001181431-12-054656)

Filing Details

Accession Number:: 0001181431-12-054656
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-12 21:51:02
Reporting Period:: 2012-10-10

Filing Date:: 2012-10-12
Accepted Time:: 2012-10-12 21:51:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
849502	Ramtron International Corp	RMTR	Semiconductors & Related Devices (3674)	840962308

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
791915	Cypress Semiconductor Corp /De/	198 Champion Court San Jose CA 95134-1599		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-10-10	748	$3.10	24,958,998	No	4	P	Indirect	See Explanation of Responses
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-10-11	361,354	$3.10	25,320,352	No	4	P	Indirect	See Explanation of Responses
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-10-12	284,899	$3.10	25,605,251	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Footnotes

Reflects the shares of common stock of Ramtron International Corporation ("Ramtron") acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger dated as of September 18, 2012 (the "Merger Agreement"), entered into by and among the Reporting Person, Rain Acquisition Corp. ("Rain") and Ramtron, which commenced on October 10, 2012, including 748 shares acquired pursuant to guaranteed delivery procedures.
Reflects the shares of common stock of Ramtron acquired during the subsequent offering period of the tender offer effected pursuant to the Merger Agreement, which commenced on October 10, 2012, including 203,954 shares acquired pursuant to guaranteed delivery procedures
Reflects the shares of common stock of Ramtron acquired during the subsequent offering period of the tender offer effected pursuant to the Merger Agreement, which commenced on October 10, 2012, including 273,448 shares acquired pursuant to guaranteed delivery procedures.
The Reporting Person is filing this Form 4 on behalf of itself and Rain, a Delaware corporation and a wholly owned subsidiary of the Reporting Person, with principal executive offices located at 198 Champion Court, San Jose, California 95134-1599. Of the shares of common stock of Ramtron to which this Form 4 relates, 1,667,584 were previously owned by the Reporting Person and the remainder were acquired by Rain in a tender offer for all outstanding shares of common stock of Ramtron upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on June 21, 2012, as amended and supplemented from time to time (the "Offer").
Pursuant to the Merger Agreement, Rain was entitled, after consummation of the Offer, to designate such number of directors of Ramtron, rounded up to the next whole number, as would give Rain representation on the board of directors of Ramtron equal to the product of the total number of Ramtron's directors (after giving effect to any increase in the number of directors pursuant to the Merger Agreement) multiplied by the percentage that the aggregate number of shares of common stock of Ramtron purchased by Rain in the Offer bears to the total number of shares of common stock outstanding. (Continued in Footnote 6)
On October 10, 2012, immediately following the closing of the Offer, all of the directors of Ramtron resigned from the board of directors of Ramtron, other than Theodore J. Coburn, William G. Howard, Jr. and William L. George, and such remaining directors of Ramtron appointed T.J. Rodgers, Brad W. Buss, Dana C. Nazarian, Neil Weiss, Cathal Phelan and Thomas Surrette, each of whom was designated by Rain, to the board of directors of Ramtron.