Statement of Changes in Beneficial Ownership (4)
May 11 2020 - 2:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
VINCIARELLI PATRIZIO |
2. Issuer Name and Ticker or Trading Symbol
VICOR CORP
[
vicr
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO |
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(Last)
(First)
(Middle)
C/O VICOR CORPORATION, 25 FRONTAGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2020 |
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(Street)
ANDOVER, MA 01810
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 102712 | I | See footnote (1) |
| Common Stock | 5/7/2020 | | M | | 311954 | A | $6.77 | 10070847 | D | |
| Common Stock (2) | 5/7/2020 | | S | | 159105 | D | $53.2293 | 9911742 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non Qualified Stock Option | $6.77 | 5/7/2020 | | M | | | 311954 | (3) | 7/21/2024 | Common Stock | 311954 | $0 | 467931 | D | |
| Explanation of Responses: |
| (1) | These shares are held by the Reporting Person as Trustee of the Patrizio Vinciarelli Irrevocable Trust U/A Dated 12/21/2012, established for the benefit of the child of the Reporting Person. |
| (2) | This transaction involved the exercise of non-qualified stock options, the terms of which provided for the purchase of shares of common stock possessing multi-year restrictions on their sale or transfer. As such, the exercise followed the sell-to-cover process, whereby a portion of the shares acquired through the exercise were sold in the open market, with the proceeds used to fund the aggregate exercise price of the options and the income and employment taxes associated with the exercise. The balance of the shares acquired through exercise that were delivered to the reporting person are subject to holding periods through the fifth anniversary of the date of this transaction. |
| (3) | The remaining 467,931 stock options vest on 7/21/2020, 7/21/2021 and 7/21/2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
VINCIARELLI PATRIZIO
C/O VICOR CORPORATION
25 FRONTAGE ROAD
ANDOVER, MA 01810 | X | X | Chairman and CEO |
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Signatures
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| /s/Richard J. Nagel Jr. Attorney in fact for Patrizio Vinciarelli | | 5/11/2020 |
| **Signature of Reporting Person | Date |
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