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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 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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INTEL CORP 2200 MISSION COLLEGE BLVD SANTA CLARA, CA 95054 |
X |
/s/ Susie Giordano, Corporate Vice President | 01/16/2018 | |
**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) | On August 18, 2017, pursuant to that certain Merger Agreement, dated December 27, 2016 and amended on May 10, 2017 and June 29, 2017 (as amended, the "Merger Agreement"), between Borqs Technologies, Inc. (the "Issuer") and, among other parties, Zhengqi International Holding Limited ("Sponsor"), Issuer's wholly-owned subsidiary, PAAC Merger Subsidiary Limited, merged with and into Borqs International Holding Corp ("Borqs International"), with Borqs International surviving such merger as the surviving entity and wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement and an escrow agreement entered into in connection with the closing of the merger, the Issuer issued certain Ordinary Shares to an escrow agent to be held in an indemnity escrow account, including 1,278,776 Ordinary Shares to be held for the benefit of Sponsor. |
(2) | (Continued from Footnote 1)Pursuant to a Repurchase Agreement, dated January 10, 2018, between the Issuer and Sponsor, the parties agreed, among other things, that (i) 1,277,625 Ordinary Shares held in escrow for the benefit of Sponsor, would be distributed to the Issuer's remaining shareholders pro rata, with Intel Capital Corporation, a wholly owned subsidiary of Intel Corporation ("Intel Capital"), receiving 217,524 Ordinary Shares in such distribution and (ii) 51,151 Ordinary Shares held in escrow for the benefit of Sponsor would remain in escrow for the benefit of the Issuer's remaining shareholders, pro rata, with Intel Capital being entitled to receive 9,063 of such Ordinary Shares. |
(3) | This report is being filed within two business days of Intel Coporation being made aware of the transaction contemplated herein by the Issuer. |
(4) | The securities reported in Table I of this report are owned indirectly by Intel Corporation through Intel Capital. |