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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Options (right to buy) | $ 31.39 | 05/24/2011 | D | 37,500 | (1) | 07/23/2018 | Common Stock | 37,500 | $ 13.61 (2) | 0 | D | ||||
| Director Stock Options (right to buy) | $ 16.04 | 05/24/2011 | D | 7,500 | (3) | 05/21/2019 | Common Stock | 7,500 | $ 28.96 (2) | 0 | D | ||||
| Director Stock Options (right to buy) | $ 33.12 | 05/24/2011 | D | 7,500 | (4) | 05/23/2020 | Common Stock | 7,500 | $ 11.88 (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARTUSI DANIEL A C/O ATHEROS COMMUNICATIONS, INC. 1700 TECHNOLOGY DRIVE SAN JOSE,, CA 95110 |
X | |||
| Bruce P. Johnson, Attorney-in-fact | 05/24/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 25% of the options became exercisable on 7/24/2009, and the remaining options become exercisable in 36 equal monthly installments commencing on 8/24/2009. All of the options became exercisable upon the effective date of the Merger (as defined below). |
| (2) | This option was cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock underlying this option multiplied by the amount, if any, that $45.00 exceeded the exercise price of this option, less any applicable withholding taxes, pursuant to that certain Agreement and Plan of Merger dated as of January 5, 2011, by and among Atheros Communications, Inc., a Delaware corporation (the "Issuer"), Qualcomm Incorporated, a Delaware corporation ("Qualcomm"), and T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Qualcomm ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Qualcomm (the "Merger"). |
| (3) | The options become exercisable in 48 equal monthly installments commencing on 6/22/2009. All of the options became exercisable upon the effective date of the Merger. |
| (4) | The options become exercisable in 48 equal monthly installments commencing on 6/24/2010. All of the options became exercisable upon the effective date of the Merger. |