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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/10/2018 | M | 9,409 | A | $0.00(1) | 9,409 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 05/10/2018 | M | 9,409 | (2) | (2) | Common Stock | 9,409 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (1) | 05/11/2018 | A | 12,353 | (3) | (3) | Common Stock | 12,353 | $0.00 | 12,353 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis upon vesting. |
| 2. On September 25, 2017, the Reporting Person was awarded a grant of 9,409 restricted stock units upon his appointment to the Issuer's board of directors on September 25, 2017 (the "2017 Annual Equity Grant"). The number of restricted stock units underlying this 2017 Annual Equity Grant was prorated to reflect the Reporting Person's appointment date to the Issuer's board of directors. This 2017 Annual Equity Grant to non-employee members of the Issuer's board of directors represents a contingent right to receive Issuer common stock on a one-for-one basis upon vesting and is fully vested on the day before the Issuer's 2018 annual meeting of stockholders. |
| 3. On May 11, 2018, the Reporting Person was awarded a grant of 12,353 restricted stock units upon election to the Issuer's board of directors at the Issuer's 2018 annual meeting of stockholders (the "2018 Annual Equity Grant"). This 2018 Annual Equity Grant to non-employee members of the Issuer's board of directors represents a contingent right to receive Issuer common stock on a one-for-one basis upon vesting and is fully vested on the day before the Issuer's 2019 annual meeting of stockholders. |
| Remarks: |
| /s/ Pamela L. Tondreau, as attorney-in-fact | 05/14/2018 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||