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) 12/16/2019 | ||||||||||||||||||||||||||
| 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 | 12/16/2019 | M | 52,859(1) | A | $0.00(2) | 417,710 | D | |||
| Common Stock | 12/16/2019 | M | 32,198(1) | A | $0.00(2) | 449,908 | D | |||
| Common Stock | 12/16/2019 | M | 73,134(1) | A | $0.00(2) | 523,042 | D | |||
| Common Stock | 12/16/2019 | A | 126,840(1)(3) | A | $0.00(4) | 649,882 | D | |||
| Common Stock | 12/16/2019 | A | 221,384(1)(5) | A | $0.00(4) | 871,266 | D | |||
| Common Stock | 12/16/2019 | F | 199,277(6) | D | $23.38 | 671,989 | 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 | (2) | 12/16/2019 | M | 52,859 | (1)(7) | 12/16/2019 | Common Stock | 52,859 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 12/16/2019 | M | 32,198 | (1)(8) | (8) | Common Stock | 32,198 | $0.00 | 32,198 | D | ||||
| Restricted Stock Units | (2) | 12/16/2019 | M | 73,134 | (1)(9) | (9) | Common Stock | 73,134 | $0.00 | 73,134 | D | ||||
| Explanation of Responses: |
| 1. On December 12, 2019, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in January and February of 2020, including service-based restricted stock units ("RSUs") and performance-based stock units ("PSUs"), with PSUs accelerating vesting at their maximum performance level and with all such RSU and PSU acceleration occurring on December 16, 2019. |
| 2. RSUs convert into common stock on a one-for-one basis upon vesting. |
| 3. Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on March 16, 2017 as part of the Issuer's Performance Accelerated Restricted Stock (or PARS) program. |
| 4. PSUs convert into common stock on a one-for-one basis upon vesting. Under SEC guidance, PSUs are not considered derivative securities and therefore do not appear in Table II. |
| 5. Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on February 15, 2019 as part of the Issuer's Long-Term Incentive (or LTI) Program. |
| 6. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs. |
| 7. On March 16, 2017, the Reporting Person was granted 158,577 service-based RSUs, with two-thirds (2/3) of the units vesting on February 1, 2019 and the remaining one-third (1/3) originally scheduled to vest on February 3, 2020. |
| 8. On February 16, 2018, the Reporting Person was granted 96,594 service-based RSUs, which were originally scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date. |
| 9. On February 15, 2019, the Reporting Person was granted 146,268 service-based RSUs, with 50% of the units originally scheduled to vest on the first anniversary of the grant date and the remainder of the units scheduled to vest in equal installments on the second and third anniversaries of the grant date. |
| Remarks: |
| /s/ Pamela L. Tondreau, attorney-in-fact | 12/18/2019 | |
| ** 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. | ||