Sec Form 4 Filing - KISPERT JOHN H @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2015-03-17

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
KISPERT JOHN H
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CYPRESS SEMICONDUCTOR CORPORATION, 198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2015
(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 03/17/2015 M 1,133,801 ( 1 ) A $ 0 1,748,338 ( 2 ) D
Common Stock 03/17/2015 S 316,941 ( 3 ) D $ 15.317 ( 4 ) 1,431,397 D
Common Stock 03/18/2015 S 303,059 ( 3 ) D $ 15.195 ( 5 ) 1,128,338 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
Restricted Stock Units ( 6 ) 03/17/2015 M 66,339 ( 6 ) ( 6 ) Common Stock 66,339 $ 0 0 D
Restricted Stock Units ( 6 ) 03/17/2015 M 229,319 ( 6 ) ( 6 ) Common Stock 229,319 $ 0 0 D
Performance Stock Units ( 6 ) 03/17/2015 M 197,788 ( 6 ) ( 6 ) Common Stock 197,788 $ 0 0 D
Performance Stock Units ( 6 ) 03/17/2015 M 515,970 ( 6 ) ( 6 ) Common Stock 515,970 $ 0 0 D
Performance Stock Units ( 6 ) 03/17/2015 M 124,385 ( 6 ) ( 6 ) Common Stock 124,385 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KISPERT JOHN H
C/O CYPRESS SEMICONDUCTOR CORPORATION
198 CHAMPION COURT
SAN JOSE, CA95134
X
Signatures
/s/ Pam Tondreau, as attorney-in-fact 03/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the aggregate number of Issuer common stock acquired upon settlement of the restricted stock unit awards and performance stock unit awards received by the Reporting Person pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014, by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc. (the transactions contemplated therein, the "Merger").
( 2 )Includes 614,537 shares of Issuer common stock received by the Reporting Person in the Merger.
( 3 )Represents the aggregate number of shares of Issuer common stock sold to cover taxes due upon vesting and settlement of the RSU's (as defined below) and PSU's (as defined below).
( 4 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $15.03 to $15.59 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 5 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $14.91 to $15.37 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 6 )Represents a contingent right to receive Issuer common stock on a one-for-one basis. These Restricted Stock Units (the "RSU's") and Performance Stock Units (the "PSU's") are fully vested, being subject to the same terms and conditions as were applicable to the Spansion Inc. RSU's and PSU's from which they converted in connection with the Merger.

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