Sec Form 4 Filing - NAZARIAN DANA @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2015-01-21

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
NAZARIAN DANA
2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2015
(Street)
SAN JOSE, CA95135
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 01/21/2015 A 41,416 ( 1 ) A $ 14.16 300,190 D
Common Stock 01/22/2015 S 15,769 ( 2 ) D $ 14.3458 284,421 D
Common Stock 01/21/2015 M 30,000 ( 3 ) A $ 14.16 314,421 D
Common Stock 01/22/2015 S 11,259 ( 4 ) D $ 14.3458 303,162 D
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
Performance/Service Restricted Stock Units $ 0 01/21/2015 M 30,000 01/21/2015 03/29/2022 Common Stock 30,000 $ 0 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NAZARIAN DANA
198 CHAMPION COURT
SAN JOSE, CA95135
Executive Vice President
Signatures
Neil H. Weiss, as attorney-in-fact for Dana Nazarian 01/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents delivered shares, before tax, related to the achievement under the Tier 1 milestone of the 2014 Performance Based Accelerated Restricted Stock granted March 29, 2014.
( 2 )15,769 shares sold to pay tax applicable to the 41,416 delivered shares related to achievement under the Tier 1 milestone of the 2014 Performance Based Accelerated Restricted Stock granted March 29, 2014.
( 3 )Represents delivered shares, before tax, related to the achievement of 75% of Tier 3 milestone of the 2014 Performance Based Accelerated Restricted Stock granted March 29, 2014.
( 4 )11,259 shares sold to pay tax applicable to the 30,000 delivered shares related to achievement of 75% of Tier 3 milestone of the 2014 Performance Based Accelerated Restricted Stock granted March 29, 2014.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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