SEC Form 4 · accession 0001209191-16-096154
CYPRESS SEMICONDUCTOR CORP /DE/ · CY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hassane El-Khoury
Officer — EVP, Programmable Systems
Period of report
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 9:02 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,F3 | Feb 3, 2016 | M | 10,000 | — | A | 186,463 | D | |
| Common StockF4 | Feb 3, 2016 | F | 4,378 | $7.35 | D | 182,085 | D | |
| Common StockF1,F2 | Feb 3, 2016 | M | 30,000 | — | A | 212,085 | D | |
| Common StockF4 | Feb 3, 2016 | F | 11,311 | $7.35 | D | 200,774 | D |
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,F5,F6 | — | Feb 3, 2016 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Performance and Service Based Restricted Stock UnitsF2,F5,F7,F8 | — | Feb 3, 2016 | M | 30,000 | D | — | — | Common Stock | 30,000 | 60,000 | 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").
- F2Upon vesting, the RSUs convert into Issuer common stock on a one-for-one basis.
- F3Includes 752 shares acquired by the Reporting Person on December 29, 2015 pursuant to the Issuer's Employee Stock Purchase Plan.
- F4Represents 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.
- F5Represents a contingent right to receive Issuer common stock on a one-for-one basis.
- F6On March 29, 2014, the Reporting Person was granted 40,000 performance and service based RSUs, vesting in two (2) installments beginning on January 16, 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 has been satisfied with repect to the vesting of the RSUs. The grant award is fully vested.
- F7On March 3, 2015, the Reporting Person was granted 90,000 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.
- F8On March 3, 2015, the Reporting Person was granted 90,000 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.