Sec Form 4 Filing - RODGERS THURMAN J @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2013-11-26

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) 11/26/2013 (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 11/26/2013 M 662,187 ( 1 ) A $ 5.1793 8,156,520 D Common Stock 11/26/2013 S 500,000 ( 1 ) D $ 9.729 7,656,520 D Common Stock 11/27/2013 M 703,120 ( 1 ) A $ 5.1793 8,359,640 D Common Stock 11/27/2013 S 550,000 ( 1 ) D $ 9.5868 7,809,640 D Common Stock 11/29/2013 M 76,770 ( 1 ) A $ 5.1793 7,886,410 D Common Stock 11/29/2013 S 60,300 ( 1 ) D $ 9.6244 7,826,110 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) $ 5.1793 11/26/2013 M 662,187 ( 1 ) ( 2 ) 01/02/2014 Common Stock 662,187 $ 0 3,539,394 D Non Qualified Stock Option (Right to Buy) $ 5.1793 11/27/2013 M 703,120 ( 1 ) ( 2 ) 01/02/2014 Common Stock 703,120 $ 0 2,836,274 D Non Qualified Stock Option (Right to Buy) $ 5.1793 11/29/2013 M 76,770 ( 1 ) ( 2 ) 01/02/2014 Common Stock 76,770 $ 0 2,759,504 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 11/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Rodgers was granted an option to purchase 1,442,077 shares (as adjusted for the SunPower spin) on January 2, 2004. This option will expire on January 2, 2014. Since the company expects to enter into its normal quarter end blackout period on Dec 14 2013, Mr. Rodgers must exercise the option prior to that date. 1,110,300 shares were sold to pay for the exercise price and to cover required government taxes. The net amount of 331,777 shares will be held by Mr. Rodgers and will increase his total ownership (direct and indirect) to 8,298,270 shares. ( 2 )Options vest monthly over five years from the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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