SEC Form 4 · accession 0001209191-15-028375
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 18, 2015
Accepted (ET)
Mar 20, 2015 · 8:14 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 18, 2015 | M | 98,995 | $0.00 | A | 193,056 | D | |
| Common StockF3,F4 | Mar 18, 2015 | S | 49,497 | $15.1901 | D | 143,559 | D | |
| Common StockF5 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6 | — | Mar 18, 2015 | M | 4,095 | D | — | — | Common Stock | 4,095 | 0 | D |
| Restricted Stock UnitsF6 | — | Mar 18, 2015 | M | 33,783 | D | — | — | Common Stock | 33,783 | 0 | D |
| Restricted Stock UnitsF6 | — | Mar 18, 2015 | M | 53,452 | D | — | — | Common Stock | 53,452 | 0 | D |
| Restricted Stock UnitsF6 | — | Mar 18, 2015 | M | 7,665 | D | — | — | Common Stock | 7,665 | 0 | D |
Explanation of responses
- F1Represents the aggregate number of Issuer common stock acquired upon settlement of the restricted 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 94,061 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).
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $14.9935 to $15.3134 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.
- F5Shares 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.
- F6Represents a contingent right to receive Issuer common stock on a one-for-one basis. These Restricted Stock Units (the "RSU's") are fully vested, being subject to the same terms and conditions as were applicable to the Spansion Inc. RSU's from which they converted in connection with the Merger.