*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 232806109
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|
|
1.
|
|
NAMES OF REPORTING PERSONS
Three Bays Capital LP
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
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SEC USE ONLY
|
||||
4.
|
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SOURCE OF FUNDS*
OO
|
||||
5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
19,331,262
|
||
|
8.
|
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SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
19,331,262
|
|||
|
10.
|
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SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,331,262
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1)
|
||||
14.
|
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TYPE OF REPORTING PERSON*
PN, IA
|
(1)
|
Based on 321,180,733 shares of common stock of Cypress Semiconductor Corporation (the “Issuer”) outstanding as of August 2, 2016, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2016.
|
CUSIP No. 232806109
|
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|
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|
|
1.
|
|
NAMES OF REPORTING PERSONS
TBC GP LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
19,331,262
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
19,331,262
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,331,262
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 321,180,733 shares of common stock of the Issuer outstanding as of August 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 9, 2016.
|
CUSIP No. 232806109
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
TBC Master LP
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
WC
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
19,331,262
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
19,331,262
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,331,262
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Based on 321,180,733 shares of common stock of the Issuer outstanding as of August 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 9, 2016.
|
CUSIP No. 232806109
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
TBC Partners GP LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
19,331,262
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
19,331,262
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,331,262
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 321,180,733 shares of common stock of the Issuer outstanding as of August 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 9, 2016.
|
CUSIP No. 232806109
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Matthew Sidman
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
19,331,262
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
19,331,262
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,331,262
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Based on 321,180,733 shares of common stock of the Issuer outstanding as of August 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 9, 2016.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
|
November 14, 2016
|
|
|
|
Date
|
|
|
|
THREE BAYS CAPITAL LP
|
|
|
|
By: TBC GP LLC, its General Partner
|
|
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
|
|
TBC GP LLC
|
|
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
|
|
TBC MASTER LP
|
|
|
|
By: TBC Partners GP LLC, its General Partner
|
|
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
TBC PARTNERS GP LLC
|
|
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
|
|
MATTHEW SIDMAN
|
|
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
|
|
Martha Mensoian/Authorized Signatory*
|
|
Name/Title
|
|
|
||||||||
NATURE OF TRANSACTION
|
DATE OF
TRANSACTION
|
AMOUNT OF
SHARES
|
PRICE PER
SHARE
|
||||||
Sale of Common Stock
|
09/15/2016
|
(239,830)
|
|
|
$11.90
|
||||
Sale of Common Stock
|
09/16/2016
|
(383,769)
|
|
|
$11.89
|
||||
Sale of Common Stock
|
09/19/2016
|
(283,937)
|
|
|
$11.93
|
||||
Sale of Common Stock
|
09/20/2016
|
(12,000)
|
|
|
$11.90
|
||||
Sale of Common Stock
|
09/21/2016
|
(16,707)
|
|
|
$11.89
|
||||
Sale of Common Stock
|
09/22/2016
|
(474,104)
|
|
|
$11.90
|
||||
Sale of Common Stock
|
09/22/2016
|
(25,000)
|
|
|
$11.88
|
||||
Sale of Common Stock
|
09/23/2016
|
(67,104)
|
|
|
$11.90
|
||||
Sale of Common Stock
|
09/23/2016
|
(14,900)
|
|
|
$11.84
|
||||
Sale of Common Stock
|
09/23/2016
|
(13,500)
|
|
|
$11.88
|
||||
Sale of Common Stock
|
09/26/2016
|
(32,530)
|
|
|
$11.69
|
||||
Sale of Common Stock
|
09/27/2016
|
(503,223)
|
|
|
$11.64
|
||||
Sale of Common Stock
|
09/28/2016
|
(100,000)
|
|
|
$11.74
|