SEC Form 4 · accession 0001209191-16-117589
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
May 2, 2016
Accepted (ET)
May 4, 2016 · 8:02 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 Stock | May 2, 2016 | M | 45,000 | $4.95 | A | 97,625 | D | |
| Common StockF2,F1 | May 2, 2016 | S$0 | 45,000 | — | D | 52,625 | D | |
| Common Stock | May 3, 2016 | M | 11,511 | $4.95 | A | 64,136 | D | |
| Common StockF3,F1 | May 3, 2016 | S$0 | 11,511 | — | D | 52,645 | D | |
| Common Stock | May 3, 2016 | M | 3,489 | $5.05 | A | 56,114 | D | |
| Common StockF3,F1 | May 3, 2016 | S$0 | 3,489 | — | D | 52,645 | D | |
| Common StockF4 | holding | — | — | — | 70,636 | 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,F7 | $4.95 | May 2, 2016 | M | 45,000 | D | Mar 12, 2015 | Apr 1, 2019 | Common Stock | 45,000 | 11,511 | D |
| Director Stock Option (Right to Buy)F5,F6,F7 | $4.95 | May 3, 2016 | M | 11,511 | D | Mar 12, 2015 | Apr 1, 2019 | Common Stock | 11,511 | 0 | D |
| Director Stock Option (Right to Buy)F8,F6,F7 | $5.05 | May 3, 2016 | M | 3,489 | D | Mar 12, 2015 | Apr 1, 2019 | Common Stock | 3,489 | 119,361 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.51 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.
- F3These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.52 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.
- 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 23,000 shares of Spansion common stock at the exercise price of $12.14 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 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 Inc., 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. This option was subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
- F7The 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.
- 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.