SEC Form 4 · accession 0001209191-17-001586

CYPRESS SEMICONDUCTOR CORP /DE/ · CY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person. Shares of Issuer common stock were sold, in part, for payment of the exercise price and tax liability incident to the exercise and subsequent sale of shares acquired pursuant to the exercise of the option issued in accordance with Rule 16b-3.
• F2The number of shares underlying this option and the exercise price thereof were adjusted 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 cancelled 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 is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
• F3Represent shares held by the Reporting Person and by the Raymond and Kristin Bingham Revocable Trust.
• F4The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.54 to $11.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
• F5Represent shares held in Bingham Investments, LP., 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 voting and dispositive powers with respect to the shares.
• F6Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion Inc. common stock at an exercise price of $12.40 per share. This option represents a director's annual equity grant awarded to the Reporting Person upon his re-election to the board of directors of Spansion Inc. at Spansion's 2012 annual stockholders meeting.
• 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.
• F8This option was fully vested as of March 12, 2015.