SEC Form 4 · accession 0001273902-16-000277
CIRRUS LOGIC, INC. · CRUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley J Fluke
Officer — VP & GM, MEMS Division
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 8:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000772406
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 4, 2016 | M | 1,804 | $31.25 | A | 1,804 | D | |
| Common Stock | Nov 4, 2016 | S | 1,804 | $54.65 | D | 0 | D | |
| Common Stock | Nov 4, 2016 | M | 800 | $31.25 | A | 800 | D | |
| Common Stock | Nov 4, 2016 | S | 800 | $54.65 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F2 | $31.25 | Nov 4, 2016 | M | 800 | D | — | Nov 4, 2025 | Common Stock | 800 | 5,600 | D |
| Incentive Stock Option (right to buy)F3 | $54.65 | Nov 2, 2016 | A | 3,733 | A | — | Nov 2, 2026 | Common Stock | 3,733 | 3,733 | D |
| Non-Qualified Stock Option (right to buy)F2 | $31.25 | Nov 4, 2016 | M | 1,804 | D | — | Nov 4, 2025 | Common Stock | 1,804 | 12,629 | D |
| Non-Qualified Stock Option (right to buy)F3 | $54.65 | Nov 2, 2016 | A | 8,767 | A | — | Nov 2, 2026 | Common Stock | 8,767 | 8,767 | D |
| Performance SharesF4 | — | Nov 2, 2016 | A | 3,100 | A | — | — | Common Stock | 3,100 | 8,269 | D |
| Restricted Stock UnitsF5,F6 | — | Nov 2, 2016 | A | 4,125 | A | — | — | Common Stock | 4,125 | 23,000 | D |
Explanation of responses
- F1This transaction was made pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 04, 2016.
- F2The option vests on a 4-year schedule: 25% of the shares became exercisable on 11/04/2016; the remaining 75% of the shares will vest at a rate of 1/36th per month over the following 36 months so that the option will be fully vested and exercisable on 11/04/2019.
- F3Only vested shares can be exercised under this option. 25% of the shares will vest on 11/2/17; the remaining shares will vest monthly over the following 36 months so that the option will be fully vested and exercisable on 11/2/20.
- F4Each Performance-based Restricted Stock Unit ("RSU's") represents 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 performance-based RSU's is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on November 2, 2016, and ending on November 2, 2019.
- F5Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
- F6100% of the restricted stock units will vest on 11/2/19, the 3-year anniversary of the grant date.