Sec Form 4 Filing - Rhode Jason P @ CIRRUS LOGIC INC - 2017-10-01

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 Rhode Jason P 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) President & CEO (Last) (First) (Middle) 800 WEST 6TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2017 (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 ( 1 ) 10/01/2017 F 14,683 D $ 53.32 141,776 D Common Stock 10/01/2017 M 35,000 A $ 0 176,776 D Common Stock 10/01/2017 M 70,000 ( 2 ) A $ 0 246,776 D Common Stock ( 1 ) 10/01/2017 F 29,365 D $ 53.32 217,411 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 Shares ( 3 ) 10/01/2017 M 35,000 10/01/2017 ( 3 ) Common Stock 35,000 $ 0 51,328 D Restricted Stock Units ( 4 ) 10/01/2017 M 35,000 10/01/2017 ( 5 ) Common Stock 35,000 $ 0 66,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rhode Jason P 800 WEST 6TH STREET AUSTIN, TX78701 X President & CEO Signatures By: Gregory Scott Thomas attorney-in-fact For: Jason P. Rhode 10/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No shares were sold; these shares were withheld to satisfy tax withholding requirements. ( 2 )The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning October 1, 2014 and ending October 1, 2017, as approved by the Company's Compensation Committee. 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. Dr. Rhode's target number of PBRSUs was 35,000, and Cirrus Logic's TSR for the three-year period resulted in a 200% payout percentage. Therefore 70,000 shares of common stock vested. ( 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, and the Company withheld sufficient shares for payment of required tax withholdings ( 4 )Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on October 1, 2017, and the Company withheld sufficient shares for payment of required tax withholdings. ( 5 )Expiration date of 10/01/17

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