Rhode Jason P Form 4 CIRRUS LOGIC / Jason P Rhode 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^*

Rhode Jason P

(Last) (First) (Middle)

800 WEST 6TH STREET

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC, INC. [ CRUS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2019

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(1)	11/02/2019		F		9,838	D	$72.43	223,365	D
Common Stock	11/02/2019		M		25,000	A	$0.0	248,365	D
Common Stock	11/04/2019		M(2)		135,000	A	$15.41	383,365	D
Common Stock	11/04/2019		S(2)		135,000	D	$69.135(3)	248,365	D
Common Stock	11/04/2019		S(2)		43,207	D	$69.9233(4)	205,158	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
Non-Qualified Stock Option (right to buy)	$15.41	11/04/2019		M(2)			135,000	(5)	10/05/2021	Common Stock	135,000	$69.135	0	D
Restricted Stock Units	(6)	11/02/2019		M			25,000	11/02/2019	(7)	Common Stock	25,000	$0.0	50,000	D

Explanation of Responses:

1. No shares were sold: these shares were withheld to satisfy tax withholding requirements.

2. This transaction was made pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 19, 2019

3. The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.58 to $72.24. The reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.

4. The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.69 to $72.24. The reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.

5. The option vested on a 4-year schedule: 25% of the shares became exercisable on 10/5/2012; the remaining 75% of the shares vested at a rate of 1/36th per month over the following 36 months so that the option was fully vested and exercisable on 10/05/2015

6. Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on November 2, 2019, and the Company withheld sufficient shares for payment of required tax withholdings.

7. Expiration date of 11/02/19.

	By: Gregory Scott Thomas attorney-in-fact For: Jason Rhode	11/05/2019
	** 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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