Sec Form 4 Filing - RODGERS THURMAN J @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2014-09-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RODGERS THURMAN J
2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YY)
09/04/2014
(Street)
SAN JOSE, CA95134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RODGERS THURMAN J
198 CHAMPION COURT
SAN JOSE, CA95134
X President & CEO
Signatures
Neil H. Weiss, as attorney-in-fact for Thurman J Rodgers 09/08/2014
Signature of Reporting Person Date
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.

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