SEC Form 4 · accession 0001273902-16-000282
CIRRUS LOGIC, INC. · CRUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Thomas
Officer — VP General Counsel
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 8:37 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 StockF2 | Nov 4, 2016 | S | 14,169 | $55.0042 | D | 19,110 | D | |
| Common Stock | Nov 4, 2016 | M | 6,153 | $16.25 | A | 25,263 | 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)F3 | $16.25 | Nov 4, 2016 | M | 6,153 | D | — | Oct 6, 2020 | Common Stock | 6,153 | 0 | D |
| Incentive Stock Option (right to buy)F4 | $54.65 | Nov 2, 2016 | A | 3,239 | A | — | Nov 2, 2026 | Common Stock | 3,239 | 3,239 | D |
| Non-Qualified Stock Option (right to buy)F4 | $54.65 | Nov 2, 2016 | A | 10,261 | A | — | Nov 2, 2026 | Common Stock | 10,261 | 10,261 | D |
| Performance SharesF5 | — | Nov 2, 2016 | A | 3,400 | A | — | — | Common Stock | 3,400 | 9,039 | D |
| Restricted Stock UnitsF6,F7 | — | Nov 2, 2016 | A | 4,500 | A | — | — | Common Stock | 4,500 | 24,500 | D |
Explanation of responses
- F1This transaction was made pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 9, 2016.
- F2The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.31 to $55.20. The reporting person will provide full information regarding the number of shares bought as each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.
- F3Only vested shares can be exercised under this option. 25% of the shares will vest on 10/6/11; the remaining shares will vest monthly over the following 36 months so that the option will be fully vested and exercisable on 10/6/14.
- F4Only 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.
- F5Each 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.
- F6Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
- F7100% of the restricted stock units will vest on 11/2/19, the 3-year anniversary of the grant date.