SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LANG GREGORY S

(Last)

(First)

(Middle)

1380 BORDEAUX DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PMC SIERRA INC [ PMCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$6.65	01/15/2016		D			284,392	⁽¹⁾	⁽¹⁾	Common Stock	284,392	⁽¹⁾	0	D
Stock Options (right to buy)	$6.87	01/15/2016		D			143,369	⁽¹⁾	⁽¹⁾	Common Stock	143,369	⁽¹⁾	0	D
Stock Options (right to buy)	$6.53	01/15/2016		D			175,000	⁽¹⁾	⁽¹⁾	Common Stock	175,000	⁽¹⁾	0	D
Stock Options (right to buy)	$5.71	01/15/2016		D			122,625	⁽¹⁾	⁽¹⁾	Common Stock	122,625	⁽¹⁾	0	D
Stock Options (right to buy)	$7.22	01/15/2016		D			178,383	⁽¹⁾	⁽¹⁾	Common Stock	178,383	⁽¹⁾	0	D
Stock Options (right to buy)	$8.06	01/15/2016		D			800,000	⁽¹⁾	⁽¹⁾	Common Stock	800,000	⁽¹⁾	0	D
Restricted Stock Units	⁽²⁾	01/15/2016		D			207,733	⁽²⁾	⁽²⁾	Common Stock	207,733	⁽²⁾	0	D
Performance Restricted Stock Units	⁽³⁾	01/15/2016		A		320,309		⁽³⁾	⁽³⁾	Common Stock	320,309	⁽³⁾	0	D
Performance Restricted Stock Units	⁽⁴⁾	01/15/2016		D			363,659	⁽⁴⁾	⁽⁴⁾	Common Stock	363,659	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld.

2. This Restricted Stock Unit award (the "RSU") was assumed and converted in the Merger into that number of Microsemi restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.0771 and (B) the quotient obtained by dividing (i) $9.22 by (ii) the volume weighted average trading price of Microsemi common stock on Nasdaq for the five (5) consecutive trading days ending on January 14, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal 0.3734). Any Converted RSU is subject to the same terms and conditions as were applicable under such Issuer RSU. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.

3. Until the Merger, the Reporting Person's right to this Performance Restricted Stock Unit award (the "PRSU") remained subject to the satisfaction of certain performance criteria.

4. This PRSU was assumed and converted in the Merger into a number of restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such Issuer PRSU and (y) the Equity Conversion Ratio (calculated to equal 0.3734). Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.

Remarks:

	/s/ Amr Razzak, Attorney-in-Fact	01/19/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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