Sec Form 4 Filing - Forsyth John @ CIRRUS LOGIC, INC. - 2021-11-07

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
Forsyth John
2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC, INC. [ CRUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
800 WEST 6TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/07/2021
(Street)
AUSTIN, TX78701
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 11/07/2021 M 961 ( 1 ) A $ 0 17,985 D
Common Stock ( 2 ) 11/07/2021 F 379 D $ 78.85 17,606 D
Common Stock 11/07/2021 M 4,125 A $ 0 21,731 D
Common Stock ( 2 ) 11/07/2021 F 1,624 D $ 78.85 20,107 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 Ind irect (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 Shares ( 3 ) 11/07/2021 M 3,100 11/07/2021 ( 3 ) Common Stock 3,100 $ 0 11,317 D
Restricted Stock Units ( 4 ) 11/07/2021 M 4,125 11/07/2021 ( 5 ) Common Stock 4,125 $ 0 34,991 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Forsyth John
800 WEST 6TH STREET
AUSTIN, TX78701
X CEO
Signatures
By: Gregory Scott Thomas attorney-in-fact For: John Forsyth 11/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning November 7, 2018 and ending November 7, 2021. A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of PBRSUs. Mr. Forsyth?s target number of PBRSUs was 3,100, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore 961 shares of common stock vested.
( 2 )No shares were sold; these shares were withheld to satisfy tax withholding requirements.
( 3 )Each performance based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the PBRSUs was contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on November 7, 2018 and ending November 7, 2021. The number of shares reported here represents the target amount. On November 7, 2021, 31% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations.
( 4 )Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on November 7, 2021, and the Company withheld sufficient shares for payment of required tax withholdings.
( 5 )Expiration Date of 11/07/21.

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