Cirrus Logic (CRUS) Form 4 CIRRUS LOGIC / John Forsyth 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^*

Forsyth John

(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)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2024

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	03/03/2024		M		3,165(1)	A	$0	39,136	D
Common Stock(2)	03/03/2024		F		1,246	D	$93.23	37,890	D
Common Stock	03/03/2024		M		12,176	A	$0	50,066	D
Common Stock(2)	03/03/2024		F		3,207	D	$93.23	46,859	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 Shares	(3)	03/03/2024		M			8,117	03/03/2024	(3)	Common Stock	8,117	$0	45,471	D
Restricted Stock Units	(4)	03/03/2024		M			12,176	03/03/2024	(5)	Common Stock	12,176	$0	63,238	D

Explanation of Responses:

1. The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning March 3, 2021, and ending March 3, 2024, A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of PBRSUs. Mr. Forsyth's target number of PBRSUs was 8,117 and Cirrus Logic's TSR for the three-year period resulted in a 39% payout percentage. Therefore, 3,165 shares of common stock vested.

2. No shares were sold; these shares were withheld to satisfy tax withholding requirements.

3. Each Performance-based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the PBRSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Human Resources Committee, over a three-year performance period beginning on March 3, 2021, and ending on March 3, 2024. The number of shares reported here represents the target amount. On March 3, 2024, 39% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations.

4. Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on November 6, 2022, and the Company withheld sufficient shares for payment of required tax withholdings.

5. Expiration Date of 03/3/24.

Remarks:

	By: Gregory Scott Thomas attorney-in-fact For: John Forsyth	03/05/2024
	** 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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