Sec Form 4 Filing - BINGHAM H RAYMOND @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2016-10-03

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
BINGHAM H RAYMOND
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)
Executive Chairman
(Last) (First) (Middle)
198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2016
(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 10/03/2016 M( 1 ) 15,000 ( 1 ) ( 2 ) A $ 5.05 ( 2 ) 55,276 D ( 3 )
Common Stock 10/03/2016 S( 1 ) 15,000 ( 1 ) ( 2 ) D $ 12.1002 ( 4 ) 40,276 D ( 3 )
Common Stock 70,636 I By limited partnership ( 5 )
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
Director Stock Option (right to buy) ( 6 ) ( 7 ) $ 5.05 ( 7 ) 10/03/2016 M( 1 ) 15,000 ( 1 ) ( 2 ) 04/02/2013 04/02/2019 Common Stock 15,000 ( 6 ) 44,361 ( 7 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BINGHAM H RAYMOND
198 CHAMPION COURT
SAN JOSE, CA95134
X Executive Chairman
Signatures
/s/ Pamela Tondreau, as attorney-in-fact 10/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person. Shares of Issuer common stock were sold, in part, for payment of the exercise price and tax liability incident to the exercise and subsequent sale of shares acquired pursuant to the exercise of the option issued in accordance with Rule 16b-3.
( 2 )The number of shares underlying this option and the exercise price thereof were adjusted as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc., whereby each share of Spansion common stock was cancelled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
( 3 )Represent shares held by the Reporting Person and by Bingham Investments, LP.
( 4 )The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.0100 to $12.1600 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
( 5 )Represent shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his voting and dispositive powers with respect to the shares.
( 6 )Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion Inc. common stock at the exercise price of $12.40 per share. This option represents a director's annual equity grant awarded to the Reporting Person upon his re-election to the board of directors of Spansion Inc. at Spansion's 2012 annual stockholders meeting.
( 7 )The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.

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