SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KISPERT JOHN H

(Last)

(First)

(Middle)

C/O SPANSION INC., 915 DEGUIGNE DRIVE

(Street)

SUNNYVALE

94085-3836

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spansion Inc. [ CODE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2015		D		250,117	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.51	03/12/2015		D			802,606	⁽²⁾	05/09/2017	Common Stock	802,606	⁽²⁾	0	D
Stock Option (Right to Buy)	$19.88	03/12/2015		D			525,000	⁽²⁾	01/30/2018	Common Stock	525,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$11.5	03/12/2015		D			175,000	⁽²⁾	01/30/2020	Common Stock	175,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.03	03/12/2015		D			700,000	⁽²⁾	01/30/2019	Common Stock	700,000	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	03/12/2015		D			27,000	⁽³⁾	⁽³⁾	Common Stock	27,000	$0.00	0	D
Restricted Stock Units	⁽³⁾	03/12/2015		D			93,333	⁽³⁾	⁽³⁾	Common Stock	93,333	$0.00	0	D
Performance Stock Units	⁽⁴⁾	03/12/2015		D			80,500	⁽⁴⁾	⁽⁴⁾	Common Stock	80,500	$0.00	0	D
Performance Stock Units	⁽⁴⁾	03/12/2015		D			210,000⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	210,000⁽⁵⁾	$0.00	0	D
Performance Stock Units	⁽⁴⁾	03/12/2015		D			50,625	⁽⁴⁾	⁽⁴⁾	Common Stock	50,625	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to 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 Cypress Semiconductor Corporation ("Cypress"), Mustang Acquisition Corporation (a wholly owned subsidiary of Cypress) and Issuer, whereby each share of Issuer common stock was canceled and automatically converted into 2.457 shares of Cypress common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Cypress common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Cypress common stock on March 12, 2015.

2. This option was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this option, and automatically converted into an option to purchase that number of shares of Cypress common stock equal to the number of shares subject to this option multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this option, the Merger constituted a change in control; thus, the vesting of this option was accelerated in full.

3. This restricted stock unit award (the "RSU") represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this RSU, and automatically converted into an award to receive that number of shares of Cypress common stock equal to the number of shares subject to this RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed RSU"). The purchase price of the Assumed RSU, if other than Issuer par value, will be the quotient of the purchase price of this RSU and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this RSU, the Merger constituted a change in control; thus, the vesting of this RSU was accelerated in full.

4. This performance stock unit award (the "PSU") represents a contingent right to receive Issuer common stock on a one-for-one basis. The PSU was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this PSU, and automatically converted into an award to receive that number of shares of Cypress common stock equal to the number of shares subject to this PSU multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed PSU"). The purchase price of the Assumed PSU, if other than Issuer par value, will be the quotient of the purchase price of this PSU and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this PSU, the Merger constituted a change in control; thus, the vesting of this PSU was accelerated in full.

5. Accelerated at 150% of target.

Remarks:

	/s/ Roberto Hernandez, as attorney-in-fact	03/16/2015
	** Signature of Reporting Person	Date
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