SEC Form 4 · accession 0001181431-15-006521
CYPRESS SEMICONDUCTOR CORP /DE/ · CY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
H Raymond Bingham
Director
Period of report
May 1, 2015
Accepted (ET)
May 5, 2015 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000791915
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 1, 2015 | M | 20,000 | $4.28 | A | 120,765 | D | |
| Common StockF1 | May 1, 2015 | S | 20,000 | $13.11 | D | 100,765 | D | |
| Common StockF2,F3 | May 4, 2015 | S | 25,000 | $13.12 | D | 75,765 | D | |
| Common StockF4 | holding | — | — | — | 70,636 | I | By limited partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F5,F6 | $4.28 | May 4, 2015 | M | 20,000 | D | Mar 12, 2015 | May 9, 2017 | Common Stock | 20,000 | 53,710 | D |
Explanation of responses
- F1Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $13.10 to $13.13 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $13.11 to $13.14 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3Represents shares held by the Reporting Person and by Bingham Investments, LP.
- F4Shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his beneficiary interest therein.
- F5Received as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc. ("Spansion") in exchange for a stock option to purchase 30,000 shares of Spansion common stock at the exercise price of $10.51 per share. The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio as provided in the Merger Agreement whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock.
- F6The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.