SEC Form 4
FORM 4 UNITED 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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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*
INTEL CORP

(Last) (First) (Middle)
2200 MISSION COLLEGE BLVD

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Borqs Technologies, Inc. [ BRQS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
ORDINARY SHARES(1)(2) 01/10/2018(3) J(1)(2) 226,587 A $0.00(1)(2) 4,192,756 I Through wholly-owned subsidiary(4)
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 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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
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.
Remarks:
/s/ Susie Giordano, Corporate Vice President 01/16/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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