FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For February 13, 2015
Commission File Number: 000-29644
ARM HOLDINGS PLC
(Translation of registrant’s name into English)
110 Fulbourn Road
Cambridge CB1 9NJ
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F x
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Form 40-F o
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes o
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No x
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____
ARM HOLDINGS PLC
INDEX TO EXHIBITS
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Item
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1.
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Press release dated February 13, 2015 – Directors’/PDMRs’ shareholdings
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 13, 2015
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ARM HOLDINGS PLC.
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By:
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/s/ Tim Score
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Name:
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Tim Score
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Title:
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Chief Financial Officer
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Item 1
RNS announcement entitled “Directors’/PDMRs’ shareholdings”
ARM Holdings plc
13 February 2015
ARM Holdings plc (the “Company”) announces that, following the strong performance of ARM against an international peer group over the last 3 years, the performance conditions under the Long Term Incentive Plan (“LTIP”) were satisfied to the extent that 93.1% of the conditional awards made in 2012 (plus dividend shares) vested on 12 February 2015. Details of the number of shares vesting, of shares sold automatically in order to satisfy tax liabilities and of subsequent share purchases and sales are listed below.
In addition, shares representing 50% of annual bonus earned in respect of the financial year ended 31 December 2011 and awarded in February 2012 have been released under the former Deferred Annual Bonus Plan (“DAB”). Under this plan, 50% of bonus earned was paid in cash and 50% was compulsorily deferred into shares which vest 3 years after the award date. The relevant performance conditions were fully satisfied and matching shares have been triggered in the ratio of 2:1 in respect of these shares. The former DAB operated for the last time in respect of the financial year ended 31 December 2013 and the outstanding awards will vest in February 2016 and 2017.
The LTIP vesting and DAB release took effect on 12 February 2015
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Name
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Total number of shares vested under the 2012 LTIP
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Total number of shares vested under the 2011 DAB
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Number of shares sold* to satisfy tax liabilities under the LTIP
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Number of shares sold* to satisfy tax liabilities under the DAB
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Total net shares received
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Total resultant share-
holding
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Simon Segars
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46,752
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106,822
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24,396
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55,740
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73,438
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630,660
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Tim Score
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66,789
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152,661
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31,391
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71,751
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116,308
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999,388
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Mike Muller
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45,917
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105,627
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21,581
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49,645
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80,318
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1,505,760
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Patricia Alsop
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31,724
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72,542
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14,911
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34,095
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55,260
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219,431
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Graham Budd
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39,238
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87,690
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18,442
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41,215
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67,271
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317,523
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Ian Drew
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32,141
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73,737
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15,107
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34,657
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56,114
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161,777
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Pete Hutton
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12,578
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35,665
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5,912
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16,763
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25,568
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42,568
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Tom Lantzsch
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33,841
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79,506
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17,659
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41,487
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54,201
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103,093
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Dipesh Patel
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15,863
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28,061
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5,962
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10,546
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27,416
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88,097
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Antonio Viana
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39,763
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91,050
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20,749
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47,510
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62,554
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116,319
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Allen Wu
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12,185
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55,239
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5,484
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24,858
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37,082
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48,697
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*The price at which the tax shares were sold was 1076.57 pence per share
2015 LTIP Awards
Also with effect from 12 February 2015 annual conditional awards were made under the LTIP to directors and PDMRs as follows:
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Name
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Number of shares conditionally awarded under the LTIP
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Total number of conditional awards now held under the LTIP
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Simon Segars
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99,183
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250,682
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Mike Muller
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52,155
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144,411
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Graham Budd
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45,750
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126,676
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Philip Davis
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40,863
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40,863
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Ian Drew
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37,310
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102,051
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Jennifer Duvalier
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43,920
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95,649
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Pete Hutton
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44,848
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106,344
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Tom Lantzsch
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37,061
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102,972
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Dipesh Patel
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39,505
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108,414
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Andrew Smith
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36,223
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74,587
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Antonio Viana
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44,195
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122,091
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Allen Wu
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38,023
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71,282
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The mid market closing price on 11 February 2015, being the business day prior to the date of these awards, was 1087.00 pence per share.
Under the LTIP, the vesting of shares conditionally awarded is subject to achievement of TSR and EPS performance measures and they will normally vest 3 years from the date of award.
Share Purchase and Sales
The following directors, PDMRs and a connected person bought and sold shares on 13 February 2015 as follows:
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Name
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Number of shares purchased
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Number of shares sold
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Price per share
(pence)
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Total resultant holding
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Tim Score
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200,000
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1065.36
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799,388
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Mike Muller
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200,000
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1073.20
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1,305,760
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Patricia Alsop and connected person
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90,000
10,000
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1069.96
1068.00
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119,431
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Pete Hutton
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13,000
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1073.72
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Pete Hutton
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25,568
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1070.30
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30,000
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ENDS
