| 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
SKYWORKS SOLUTIONS, INC. [ SWKS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/10/2014 | ||||||||||||||||||||||||||
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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 | 11/10/2014 | A | 3,193(1) | A | $0.00 | 33,607(2) | D | |||
| Common Stock | 11/10/2014 | F | 1,043(3) | D | $60.97 | 32,564 | D | |||
| Common Stock | 11/10/2014 | A | 7,500(4) | A | $0.00 | 40,064 | D | |||
| Common Stock | 11/10/2014 | F | 3,129(3) | D | $60.97 | 36,935 | D | |||
| Common Stock | 11/10/2014 | A | 7,484(5) | A | $0.00 | 44,419 | D | |||
| Common Stock | 11/10/2014 | F | 3,537(3) | D | $60.97 | 40,882 | D | |||
| Common Stock | 11/10/2014 | A | 10,430(6) | A | $0.00 | 51,312 | D | |||
| Common Stock | 11/10/2014 | F | 4,929(3) | D | $60.97 | 46,383 | D | |||
| Common Stock | 1,423(7) | I | By 401(k) plan | |||||||
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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 | ||||||||
| Employee Stock Option (Right | $60.97 | 11/10/2014 | A | 18,000 | (8) | 11/10/2021 | Common Stock | 18,000 | $0.00 | 18,000 | D | ||||
| Explanation of Responses: |
| 1. Unrestricted stock award under the Issuer's 2005 Long-Term Incentive Plan made as partial payment for an amount due to the Reporting Person under the Issuer's Fiscal 2014 Executive Incentive Plan. |
| 2. This total includes 211 shares purchased on 7/31/2014 through the Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan. |
| 3. Transfer of stock to the Issuer of the number of common shares determined to be sufficient to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person. |
| 4. Represents 7,500 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/7/2013. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2014. |
| 5. Represents 7,484 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/8/2012. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2013. |
| 6. Represents 10,430 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/10/2011. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2012. |
| 7. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2014. |
| 8. This stock option vests in four (4) equal installments, beginning on 11/10/2015 and ending on 11/10/2018. |
| Remarks: |
| Robert J. Terry, as Attorney-In-Fact for Mark V.B. Tremallo | 11/13/2014 | |
| ** 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. | ||