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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/04/2014 | M | 3,028(1) | A | $8.8296 | 7,942,313 | D | |||
Common Stock | 09/04/2014 | S | 2,761(1) | D | $10.8299 | 7,939,552 | D | |||
Common Stock | 09/04/2014 | M | 5,306(2) | A | $3.5314 | 7,944,858 | D | |||
Common Stock | 09/04/2014 | S | 3,597(2) | D | $10.8299 | 7,941,261 | D | |||
Common Stock | 09/04/2014 | M | 382,800(3) | A | $3.5314 | 8,324,061 | D | |||
Common Stock | 09/04/2014 | S | 259,942(3) | D | $10.8299 | 8,064,119 | D | |||
Common Stock | 09/05/2014 | M | 621,900(3) | A | $3.5314 | 8,686,019 | D | |||
Common Stock | 09/05/2014 | S | 422,792(3) | D | $10.84 | 8,263,227 | D | |||
Common Stock | 09/08/2014 | M | 437,377(3) | A | $3.5314 | 8,700,604 | D | |||
Common Stock | 09/08/2014 | S | 298,079(3) | D | $10.8622 | 8,402,525 | D | |||
Common Stock | 472,160 | I | By Trust, Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non Qualified Stock Option (Right to Buy) | $8.8296 | 09/04/2014 | M | 3,028(1) | (4) | 02/25/2015 | Common Stock | 3,028 | $0 | 0 | D | ||||
Non Qualified Stock Option (Right to Buy) | $3.5314 | 09/04/2014 | M | 5,306(2) | (4) | 02/25/2015 | Common Stock | 5,306 | $0 | 0 | D | ||||
Non Qualified Stock Option (Right to Buy) | $3.5314 | 09/04/2014 | M | 382,800(3) | (4) | 02/25/2015 | Common Stock | 382,800 | $0 | 1,059,277 | D | ||||
Non Qualified Stock Option (Right to Buy) | $3.5314 | 09/05/2014 | M | 621,900(3) | (4) | 02/25/2015 | Common Stock | 621,900 | $0 | 437,377 | D | ||||
Non Qualified Stock Option (Right to Buy) | $3.5314 | 09/08/2014 | M | 437,377(3) | (4) | 02/25/2015 | Common Stock | 437,377 | $0 | 0 | D |
Explanation of Responses: |
1. Mr. Rodgers was granted an option to purchase 3,028 shares on February 25, 2005 as adjusted for the Sunpower spin-off in 2008. This option will expire on February 25, 2015. Since the company expects to enter into its normal quarter end blackout on September 13, 2014, Mr. Rodgers exercised the option. 2,761 shares were sold to pay for the exercise price and to cover required withholding taxes. The net amount of 267 shares will be held by Mr. Rodgers and will increase his total ownership (direct and indirect) to 8,411,712 shares. |
2. Mr. Rodgers was granted an option to purchase 5,306 shares on February 25, 2005 as adjusted for the Sunpower spin-off in 2008. This option will expire on February 25, 2015. Since the company expects to enter into its normal quarter end blackout on September 13, 2014, Mr. Rodgers exercised the option. 3,597 shares were sold to pay for the exercise price and to cover required withholding taxes. The net amount of 1,709 shares will be held by Mr. Rodgers and will increase his total ownership (direct and indirect) to 8,413,421 shares. |
3. Mr. Rodgers was granted an option to purchase 1,442,077 shares on February 25, 2005 as adjusted for the Sunpower spin-off in 2008. This option will expire on February 25, 2015. Since the company expects to enter into its normal quarter end blackout on September 13, 2014, Mr. Rodgers exercised the option. 980,813 shares were sold to pay for the exercise price and to cover required withholding taxes. The net amount of 461,264 shares will be held by Mr. Rodgers and will increase his total ownership (direct and indirect) to 8,874,685 shares. |
4. Options vest monthly over five years from the date of grant. |
Neil H. Weiss, as attorney-in-fact for Thurman J Rodgers | 09/08/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |