SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RAUSCHMAYER JOSEPH

(Last)

(First)

(Middle)

198 CHAMPION COURT

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2016

3. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Manufacturing

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	112,186	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽¹⁾	01/31/2012⁽²⁾	01/31/2018	Common Stock	7⁽³⁾	$8.1⁽³⁾	D
Stock Option (Right to Buy)⁽¹⁾	01/31/2013⁽⁴⁾	01/31/2019	Common Stock	18,017⁽³⁾	$4.09⁽³⁾	D
Stock Option (Right to Buy)⁽¹⁾	01/31/2014⁽⁵⁾	01/31/2020	Common Stock	37,965⁽³⁾	$4.69⁽³⁾	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	2,764	⁽⁷⁾	D

Explanation of Responses:

1. Received 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. ("Spansion") in exchange for a stock option to purchase shares of Spansion common stock. The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio as provided in the Merger Agreement whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock.

2. The option, representing a right to purchase a total of seven (7) shares, became exercisable in three (3) equal annual installments beginning on January 1, 2012, which was the first anniversary of the date on which the option was granted. The option is fully vested.

3. The 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.

4. The option, representing a right to purchase a total of 37,965 shares, became exercisable in three (3) equal annual installments beginning on January 1, 2013, which was the first anniversary of the date on which the option was granted. The option is fully vested.

5. The option, representing a right to purchase a total of 18,017 shares, became exercisable in three (3) equal annual installments beginning on January 1, 2014, which was the first anniversary of the date on which the option was granted. The option is fully vested.

6. Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.

7. This RSU represents a contingent right to receive Issuer common stock on a one-for-one basis, being subject to the same terms and conditions as were applicable to the Spansion RSU from which it converted. The RSU vests in equal quarterly installments beginning April 30, 2015.

Remarks:

	/S/ Pamela Tondreau, as attorney-in-fact	05/06/2016
	** 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 5 (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.