SEC Form 4 · accession 0001273902-17-000088
CIRRUS LOGIC, INC. · CRUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason P Rhode
Officer — President & CEO · Director
Period of report
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 8:17 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 StockF1 | Oct 1, 2017 | F | 14,683 | $53.32 | D | 141,776 | D | |
| Common Stock | Oct 1, 2017 | M | 35,000 | $0.00 | A | 176,776 | D | |
| Common StockF2 | Oct 1, 2017 | M | 70,000 | $0.00 | A | 246,776 | D | |
| Common StockF1 | Oct 1, 2017 | F | 29,365 | $53.32 | D | 217,411 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | — | Oct 1, 2017 | M | 35,000 | D | Oct 1, 2017 | — | Common Stock | 35,000 | 51,328 | D |
| Restricted Stock UnitsF4,F5 | — | Oct 1, 2017 | M | 35,000 | D | Oct 1, 2017 | — | Common Stock | 35,000 | 66,667 | D |
Explanation of responses
- F1No shares were sold; these shares were withheld to satisfy tax withholding requirements.
- F2The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning October 1, 2014 and ending October 1, 2017, as approved by the Company's Compensation Committee. 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. Dr. Rhode's target number of PBRSUs was 35,000, and Cirrus Logic's TSR for the three-year period resulted in a 200% payout percentage. Therefore 70,000 shares of common stock vested.
- F3Each performance based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock, and the Company withheld sufficient shares for payment of required tax withholdings
- F4Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on October 1, 2017, and the Company withheld sufficient shares for payment of required tax withholdings.
- F5Expiration date of 10/01/17