| 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 |
| |||||||||||||||
| 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 SKYWORKS SOLUTIONS, INC. [ SWKS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/07/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 11/07/2019 | A | 1,615(1) | A | $0.00 | 11,637 | D | |||
| Common Stock | 11/07/2019 | F | 479(2) | D | $98.64 | 11,158 | D | |||
| Common Stock | 11/07/2019 | M | 1,079 | A | (3) | 12,237 | D | |||
| Common Stock | 11/07/2019 | F | 320(2) | D | $98.64 | 11,917 | D | |||
| Common Stock | 11/11/2019 | A | 8,498(4) | A | $0.00 | 20,415 | D | |||
| Common Stock | 11/11/2019 | F | 3,225(2) | D | $100.38 | 17,190 | D | |||
| Common Stock | 11/11/2019 | M | 708 | A | (3) | 17,898 | D | |||
| Common Stock | 11/11/2019 | F | 321(2) | D | $100.38 | 17,577 | D | |||
| Common Stock | 1,356(5) | I | By 401(k) plan | |||||||
| 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 | ||||||||
| Restricted Stock Unit | (3) | 11/07/2019 | M | 1,079 | (6) | (6) | Common Stock | 1,079 | $0.00 | 2,158 | D | ||||
| Restricted Stock Unit | (3) | 11/11/2019 | M | 708 | (7) | (7) | Common Stock | 708 | $0.00 | 708 | D | ||||
| Explanation of Responses: |
| 1. Represents 1,615 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/7/2017. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2018. |
| 2. Represents shares withheld to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person. |
| 3. Restricted stock units convert into shares of common stock on a one-for-one basis. |
| 4. Represents 8,498 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2016. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2017. |
| 5. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2019. |
| 6. The restricted stock units vest in four (4) equal installments, beginning on 11/7/2018 and ending on 11/7/2021. |
| 7. The restricted stock units vest in four (4) equal installments, beginning on 11/9/2017 and ending on 11/9/2020. |
| Remarks: |
| Daniel L. Ricks, as Attorney-In-Fact for Peter L. Gammel | 11/12/2019 | |
| ** 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). | ||
| 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. | ||
