SEC Form 4 · accession 0001209191-15-028070
CYPRESS SEMICONDUCTOR CORP /DE/ · CY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Kispert
Director
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:39 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 17, 2015 | M | 1,133,801 | $0.00 | A | 1,748,338 | D | |
| Common StockF3,F4 | Mar 17, 2015 | S | 316,941 | $15.317 | D | 1,431,397 | D | |
| Common StockF3,F5 | Mar 18, 2015 | S | 303,059 | $15.195 | D | 1,128,338 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6 | — | Mar 17, 2015 | M | 66,339 | D | — | — | Common Stock | 66,339 | 0 | D |
| Restricted Stock UnitsF6 | — | Mar 17, 2015 | M | 229,319 | D | — | — | Common Stock | 229,319 | 0 | D |
| Performance Stock UnitsF6 | — | Mar 17, 2015 | M | 197,788 | D | — | — | Common Stock | 197,788 | 0 | D |
| Performance Stock UnitsF6 | — | Mar 17, 2015 | M | 515,970 | D | — | — | Common Stock | 515,970 | 0 | D |
| Performance Stock UnitsF6 | — | Mar 17, 2015 | M | 124,385 | D | — | — | Common Stock | 124,385 | 0 | D |
Explanation of responses
- F1Represents the aggregate number of Issuer common stock acquired upon settlement of the restricted stock unit awards and performance stock unit awards received by the Reporting Person pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014, by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc. (the transactions contemplated therein, the "Merger").
- F2Includes 614,537 shares of Issuer common stock received by the Reporting Person in the Merger.
- F3Represents the aggregate number of shares of Issuer common stock sold to cover taxes due upon vesting and settlement of the RSU's (as defined below) and PSU's (as defined below).
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $15.03 to $15.59 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.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $14.91 to $15.37 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.
- F6Represents a contingent right to receive Issuer common stock on a one-for-one basis. These Restricted Stock Units (the "RSU's") and Performance Stock Units (the "PSU's") are fully vested, being subject to the same terms and conditions as were applicable to the Spansion Inc. RSU's and PSU's from which they converted in connection with the Merger.