Waters Gregory L Form 4 INTEGRATED DEVICE TECHNOLOGY / GREGORY L WATERS 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^*

WATERS GREGORY L

(Last) (First) (Middle)

6024 SILVER CREEK VALLEY ROAD

(Street)

SAN JOSE CA 95138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED DEVICE TECHNOLOGY INC [ IDTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016

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	06/15/2016		M		600,000(1)	A	$0.0	957,669	D
Common Stock	06/15/2016		S(2)		160,418	D	$22.835(3)	797,251	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
Performance Rights	$0.0	06/15/2016		M			300,000	(1)	06/15/2017(1)	Common Stock	300,000	$0.0	0	D

Explanation of Responses:

1. Each performance right, originally granted on June 16, 2014, was converted into the right to receive two restricted stock units (with each restricted stock unit representing the right to receive one share of IDT common stock) based upon the achievement of a relative total stockholder return performance goal, as certified by IDT's compensation committee on June 15, 2016. The restricted stock units vest in respect of 50% of the shares underlying the performance rights on each of June 16, 2016 and June 16, 2017, subject to the reporting person's continued service with IDT through the applicable vesting date.

2. Constitutes shares sold to cover the tax liability incurred in respect of the vesting of the restricted stock units.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.60 to $23.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	By: /s/ Matthew Brandalise, Attorney-in-Fact For: Gregory L. Waters	06/17/2016
	** 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).
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