Sec Form 4 Filing - Wendelken Roger @ INTERSIL CORP/DE - 2017-02-24

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 Wendelken Roger 2. Issuer Name and Ticker or Trading Symbol INTERSIL CORP/DE [ ISIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Worldwide Sales (Last) (First) (Middle) C/O INTERSIL CORPORATION, 1001 MURPHY RANCH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2017 (Street) MILPITAS, CA95035 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 150,326.15 ( 1 ) D Common Stock 02/24/2017 J 10,230 ( 2 ) D 140,096.15 D Common Stock 02/24/2017 D 140,096.15 D 0 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-based Market Stock Units (MSUs) $ 0 04/01/2015 D 48,028 ( 4 ) ( 4 ) ( 4 ) Common Stock 48,028 ( 4 ) ( 4 ) 0 D Performance-based Market Stock Units (MSUs) $ 0 04/01/2016 D 60,850 ( 5 ) ( 5 ) ( 5 ) Common Stock 60,850 ( 5 ) ( 5 ) 0 D Deferred Stock Units (DSUs) $ 0 04/01/2014 D 7,500 ( 6 ) ( 6 ) Common Stock 7,500 ( 6 ) 0 D Deferred Stock Units (DSUs) $ 0 04/01/2015 D 14,684 ( 7 ) ( 7 ) Common Stock 14,684 ( 7 ) 0 D Deferred Stock Units (DSUs) $ 0 04/01/2016 D 21,924 ( 8 ) ( 8 ) Common Stock 21,924 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wendelken Roger C/O INTERSIL CORPORATION 1001 MURPHY RANCH ROAD MILPITAS, CA95035 SVP, Worldwide Sales Signatures Debbie Ceraolo-Johnson by Power of Attorney 02/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares beneficially owned includes 997.06 shares of Intersil Common Stock that was automatically purchased on 2/16/2017 as a result of recipients participation in the Intersil Corporation Employee Stock Purchase Plan. ( 2 )Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Restricted Stock Award ("RSA"), which had been converted from a Performance-Based Market Stock Unit Award ("MSU") on December 20, 2016, was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by the reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person was based on 31,000 MSUs (at target) originally issued on 4/1/2014 multiplied by a 200% payout (maximum payout achievable). However, based on actual TSR performance relative to ISIL's peer group of companies at the Closing, the performance payout is 150%. Accordingly 46,500 RSAs vested at the Closing and the remainder of the RSAs (10,230) were forfeited by the reporting person. ( 3 )Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Intersil Corporation ("ISIL") and Renesas Electronics Corporation, as joined by Chapter One Company (as amended, the "Merger Agreement"), upon the closing of the merger on February 24, 2017 (the "Closing"), each outstanding share of common stock of ISIL was cancelled in exchange for the right to receive $22.50 in cash. ( 4 )Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 30,564 MSUs (at target) issued on 4/1/2015 multiplied by 157.14% payout. ( 5 )Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 30,425 MSUs (at target) issued on 4/1/2016 multiplied by 200% payout. ( 6 )Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. ( 7 )Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (7,342 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (7,342 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. ( 8 )Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (7,308 DSUs) and 2020 (7,308 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (7,308 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.

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