SEC Form 4 · accession 0001209191-15-026726
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
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 9:30 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 StockF1,F2 | Mar 12, 2015 | A | 94,061 | — | A | 94,061 | D | |
| Common StockF3,F4 | Mar 12, 2015 | A | 27,845 | — | A | 27,845 | 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 | Mar 12, 2015 | A | 73,710 | A | Mar 12, 2015 | May 9, 2017 | Common Stock | 73,710 | 73,710 | D |
| Director Stock Option (Right to Buy)F7,F6 | $7.42 | Mar 12, 2015 | A | 184,275 | A | Mar 12, 2015 | Mar 31, 2018 | Common Stock | 184,275 | 184,275 | D |
| Director Stock Option (Right to Buy)F8,F6 | $5.05 | Mar 12, 2015 | A | 122,850 | A | Mar 12, 2015 | Apr 1, 2019 | Common Stock | 122,850 | 122,850 | D |
| Director Stock Option (Right to Buy)F9,F6 | $4.95 | Mar 12, 2015 | A | 56,511 | A | Mar 12, 2015 | Mar 31, 2020 | Common Stock | 56,511 | 56,511 | D |
| Restricted Stock UnitsF10,F11 | — | Mar 12, 2015 | A | 4,095 | A | — | — | Common Stock | 4,095 | 4,095 | D |
| Restricted Stock UnitsF12,F11 | — | Mar 12, 2015 | A | 33,783 | A | — | — | Common Stock | 33,783 | 33,783 | D |
| Restricted Stock UnitsF13,F11 | — | Mar 12, 2015 | A | 53,452 | A | — | — | Common Stock | 53,452 | 53,452 | D |
| Restricted Stock UnitsF14,F11 | — | Mar 12, 2015 | A | 7,665 | A | — | — | Common Stock | 7,665 | 7,665 | D |
| Restricted Stock UnitsF15,F16 | — | Mar 12, 2015 | A | 11,160 | A | — | — | Common Stock | 11,160 | 11,160 | D |
| Restricted Stock UnitsF15,F17 | — | Mar 12, 2015 | A | 1,956 | A | — | — | Common Stock | 1,956 | 1,956 | D |
Explanation of responses
- F1Received in exchange for 38,283 shares of Spansion Inc. ("Spansion") common stock pursuant to 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, whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Issuer common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Issuer common stock on March 12, 2015.
- F10Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive 1,667 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
- F11This RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. This RSU is fully vested, being subject to the same terms and conditions as were applicable to the Spansion RSU from which it converted.
- F12Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive 13,750 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
- F13Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive 21,755 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
- F14Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive 3,120 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
- F15Received upon initial appointment to the Issuer's board of directors (the "Initial Equity Grant").
- F16This Initial Equity Grant represents a contingent right to receive Issuer common stock on a one-for-one basis and vests in 3 equal annual installments beginning March 12, 2016.
- F17This Initial Equity Grant represents a contingent right to receive Issuer common stock on a one-for-one basis and is 100% vested on the day before the next annual stockholders meeting.
- F2Represents shares held by the Reporting Person and by Bingham Investments, LP.
- F3Received in exchange for 11,333 shares of Spansion Inc. ("Spansion") common stock pursuant to the Merger Agreement and the Merger described in footnote (1).
- 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 in the Merger in exchange for a stock option to purchase 30,000 shares of Spansion common stock at the exercise price of $10.51 per share.
- 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.
- F7Received in the Merger in exchange for a stock option to purchase 75,000 shares of Spansion common stock at the exercise price of $18.23 per share
- F8Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion common stock at the exercise price of $12.40 per share
- F9Received in the Merger in exchange for a stock option to purchase 23,000 shares of Spansion common stock at the exercise price of $12.14 per share