Intersil (ISIL) Form 4 INTERSIL / RICHARD D CROWLEY JR ownership change

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^*

CROWLEY RICHARD D JR

(Last) (First) (Middle)

C/O INTERSIL CORPORATION

1001 MURPHY RANCH ROAD

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSIL CORP/DE [ ISIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2016

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
Common Stock	12/20/2016		M		25,000	A	$0	106,667.75	D
Common Stock	12/20/2016		F		13,046	D	$22.29	93,621.75	D
Common Stock	12/20/2016		M		7,500	A	$0	101,121.75	D
Common Stock	12/20/2016		F		3,914	D	$22.29	97,207.75	D
Common Stock	12/20/2016		M		8,536	A	$0	105,743.75	D
Common Stock	12/20/2016		F		4,455	D	$22.29	101,288.75	D
Common Stock	12/20/2016		M		8,679	A	$0	109,967.75	D
Common Stock	12/20/2016		F		4,529	D	$22.29	105,438.75	D
Common Stock	12/20/2016		M		56,730(7)	A	$0	162,168.75	D

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
Deferred Stock Units Award (DSUs)	$0	12/20/2016		M			25,000	(1)	(2)	Common Stock	25,000(3)	$0	0	D
Deferred Stock Units Award (DSUs)	$0	12/20/2016		M			7,500	(4)	(2)	Common Stock	7,500(3)	$0	7,500	D
Deferred Stock Units Award (DSUs)	$0	12/20/2016		M			8,536	(4)	(2)	CommonStock	8,536(3)	$0	17,072	D
Deferred Stock Units Award (DSUs)	$0	12/20/2016		M			8,679	(4)	(2)	Common Stock	8,679(3)	$0	26,037	D
Performance-Based Market Stock Units Award (MSUs)(6)	$0	12/20/2016		M			31,000	(5)	(2)	Common Stock	56,730(7)	$0	2,635(7)	D

Explanation of Responses:

1. This equity award was originally scheduled to become fully vested on October 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this award to be effective as of December 20, 2016.

2. Not Applicable.

3. Reflects the receipt of Common Stock upon the vesting of DSUs. Each DSU has the economic equivalent of one share of Intersil Common Stock.

4. This equity award vests 25% annually. The next tranche of this award was scheduled to vest on April 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this tranche of this award to be effective as of December 20, 2016.

5. The award was originally scheduled to become fully vested on April 1, 2017; however, the Compensation Committee of the Board of Directors approved the acceleration of this award to be effective as of December 20, 2016.

6. The Compensation Committee of the Board of Directors approved the conversion of a portion of this MSU award to a performance-based restricted stock award effective as of December 20, 2016.

7. This MSU has been amended effective as of December 20, 2016 by the Compensation Committee of the Board of Directors of Intersil with the approval of the Board of Directors of Intersil to (i) convert 56,730 of the maximum potential amount of MSUs under the award of 62,000 MSUs into a performance-based restricted stock award for up to 56,730 shares of Intersil Common Stock, which amount upon vesting may be as low as 0 shares and as high as 56,730 shares, depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors; and (ii) to reduce the potential number of MSUs under the award from a maximum potential amount of 62,000 MSUs to 5,270 MSUs, which amount upon vesting may be as low as 0 shares and as high as 5,270 shares (with a midpoint of 2,635 shares), depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors.

	Debbie Ceraolo-Johnson by Power of Attorney	12/22/2016
	** Signature of Reporting Person	Date
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