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Jeffrey Waters

Filed: 29 Dec 15, 7:00pm
SEC Form 4
FORM 4UNITED 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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WATERS JEFFREY

(Last)(First)(Middle)
101 INNOVATION DRIVE

(Street)
SAN JOSECA95134

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTERA CORP [ ALTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & GM, Business Unit
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock12/28/2015D3,198(1)D(2)0D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$39.7612/28/2015D8,500(3)(3)Common Stock8,500$0.000D
Non-Qualified Stock Option (right to buy)$35.2112/28/2015D7,979(3)(3)Common Stock7,979$0.000D
Restricted Stock Unit(4)$0.0012/28/2015D67,971(3)(3)Common Stock67,971$0.000D
Performance Restricted Stock Unit(4)$0.0012/28/2015D37,680(3)(5)(3)(5)Common Stock37,680$0.000D
Performance Restricted Stock Unit(4)$0.0012/28/2015D38,964(3)(5)(3)(5)Common Stock38,964$0.000D
Performance Restricted Stock Unit(4)$0.0012/28/2015D19,560(3)(5)(3)(5)Common Stock19,560$0.000D
Explanation of Responses:
1. Includes shares acquired under the Altera Corporation 1987 Employee Stock Purchase Plan.
2. Outstanding shares of the common stock of the Issuer were converted into the right to receive $54.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement.
3. Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement.
4. Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer.
5. Includes PRSUs that were deemed fully vested and cancelled in exchange for the right to receive the Merger Consideration, in accordance with the Merger Agreement.
Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 31, 2015, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on June 1, 2015, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Intel Corporation ("Parent").
/s/ Jonna Anderson, Attorney-in-Fact12/30/2015
** Signature of Reporting PersonDate
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