Hassane El-Khoury Form 4 CYPRESS SEMICONDUCTOR / Hassane El-Khoury 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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X

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^*

El-Khoury Hassane

(Last) (First) (Middle)

198 CHAMPION COURT

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ]

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)
04/16/2020

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	04/16/2020		D		671,989	D	$23.85(1)	0	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
Restricted Stock Units	(2)	04/16/2020		D			32,198	(3)	(3)	Common Stock	32,198	$23.85(4)	0	D
Restricted Stock Units	(2)	04/16/2020		D			73,134	(5)	(5)	Common Stock	73,134	$23.85(4)	0	D
Restricted Stock Units	(2)	04/16/2020		D			233,867	(6)	(6)	Common Stock	233,867	$23.85(4)	0	D

Explanation of Responses:

1. On April 16, 2020 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of June 3, 2019 (the "Merger Agreement"), by and among Cypress Semiconductor Corporation (the "Issuer"), Infineon Technologies AG ("Infineon") and IFX Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer as the surviving entity and a wholly owned subsidiary of Infineon. Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock ("Common Stock") was converted into the right to receive $23.85 per share in cash (the "Per Share Merger Consideration"), without interest.

2. Restricted stock units convert into common stock on a one-for-one basis upon settlement.

3. On February 16, 2018, the Reporting Person was granted 96,594 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.

4. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of restricted stock units subject to such award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration. Such payment is to be made at the times and subject to any vesting and acceleration conditions set forth in the Merger Agreement.

5. On February 15, 2019, the Reporting Person was granted 146,268 restricted stock units, with approximately 50% of the units vesting on the first anniversary of the grant date and the remainder of the units vesting in equal installments on the second and third anniversaries of the grant date.

6. On March 1, 2020, the Reporting Person was granted 233,867 restricted stock units that vest in three equal annual installments beginning on February 14, 2021.

Remarks:

	/s/ Pamela L. Tondreau, attorney-in-fact	04/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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