SEC Form 4 · accession 0001209191-16-096151
CYPRESS SEMICONDUCTOR CORP /DE/ · CY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thurman J Rodgers
Officer — PRESIDENT & CEO · Director
Period of report
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 8:45 pm EST
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 | Feb 3, 2016 | M | 18,500 | — | A | 8,419,515 | D | |
| Common StockF3 | Feb 3, 2016 | F | 7,151 | $7.35 | D | 8,412,364 | D | |
| Common StockF1,F2 | Feb 3, 2016 | M | 60,000 | — | A | 8,472,364 | D | |
| Common StockF3 | Feb 3, 2016 | F | 22,548 | $7.35 | D | 8,449,816 | D | |
| Common StockF4 | Feb 4, 2016 | P$0 | 6,000 | — | A | 8,455,816 | D | |
| Common StockF5 | holding | — | — | — | 100,000 | I | By trust | |
| Common StockF6 | holding | — | — | — | 210,000 | I | By trust | |
| Common StockF7 | holding | — | — | — | 210,000 | I | By trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance and Service Based Restricted Stock UnitsF2,F8,F9 | — | Feb 3, 2016 | M | 18,500 | D | — | — | Common Stock | 18,500 | 0 | D |
| Performance and Service Based Restricted Stock UnitsF2,F8,F10,F11 | — | Feb 3, 2016 | M | 60,000 | D | — | — | Common Stock | 60,000 | 120,000 | D |
Explanation of responses
- F1Represents the aggregate number of shares of Issuer common stock acquired upon vesting of the performance and service based Restricted Stock Units (the "RSUs").
- F10On March 3, 2015, the Reporting Person was granted 180,000 performance and service based RSUs, vesting in three (3) equal annual installments beginning on January 29, 2016, subject to and following approval by the Committee. On February 3, 2016, the Committee determined that the performance and service criteria had been satisfied with respect to the vesting of the RSUs.
- F11On March 3, 2015, the Reporting Person was granted 180,000 performance and service based RSUs, vesting in three (3) equal annual installments beginning on January 29, 2016, subject to and following approval by the Committee.
- F2Upon vesting, the RSUs convert into Issuer common stock on a one-for-one basis.
- F3Represents the aggregate number of shares of Issuer common stock withheld for payment of the tax liability incident to the vesting of the RSUs issued in accordance with Rule 16b-3.
- F4These shares were purchased in multiple transactions at prices ranging from $7.465 to $7.490 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 purchased at each separate price within the range.
- F5These shares are held by The Rodgers Massey 2012 Residences Trust, for which the Reporting Person and his spouse serve as co-trustees.
- F6These shares are held by the T.J. Rodgers 2012 Irrevocable Trust, for which the Reporting Person's spouse serves as trustee.
- F7These shares are held by the Valeta Massey 2012 Irrevocable Trust, for which the Reporting Person's spouse serves as trustee.
- F8Represents a contingent right to receive Issuer common stock on a one-for-one basis.
- F9On March 29, 2014, the Reporting Person was granted 74,000 performance and service based RSUs, vesting in two (2) installments beginning on January 16, 2015, previously reported as January 23, 2015, and then on January 29, 2016, subject to and following approval by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On February 3, 2016, the Committee determined that the performance and service criteria had been satisfied with respect to the vesting of the RSUs. The grant award is fully vested.