Sec Form 4 Filing - TONDREAU PAMELA L. @ CYPRESS SEMICONDUCTOR CORP /DE/ - 2019-12-16

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
TONDREAU PAMELA L.
2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Legal Officer & HR
(Last) (First) (Middle)
198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(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 12/16/2019 M 18,000 ( 1 ) A $ 0 ( 2 ) 244,670 ( 3 ) D
Common Stock 12/16/2019 M 15,685 ( 1 ) A $ 0 ( 2 ) 260,355 D
Common Stock 12/16/2019 M 14,443 ( 1 ) A $ 0 ( 2 ) 274,798 D
Common Stock 12/16/2019 M 24,581 ( 1 ) A $ 0 ( 2 ) 299,379 D
Common Stock 12/16/2019 A 37,632 ( 1 ) ( 4 ) A $ 0 ( 5 ) 337,011 D
Common Stock 12/16/2019 A 63,195 ( 1 ) ( 6 ) A $ 0 ( 5 ) 400,206 D
Common Stock 12/16/2019 F 86,042 ( 7 ) D $ 23.38 314,164 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 ( 2 ) 12/16/2019 M 18,000 ( 1 )( 8 ) 12/16/2019 Common Stock 18,000 $ 0 0 D
Restricted Stock Units ( 2 ) 12/16/2019 M 15,685 ( 1 )( 9 ) 12/16/2019 Common Stock 15,685 $ 0 0 D
Restricted Stock Units ( 2 ) 12/16/2019 M 14,443 ( 1 )( 10 ) ( 10 ) Common Stock 14,443 $ 0 14,443 D
Restricted Stock Units ( 2 ) 12/16/2019 M 24,581 ( 1 )( 11 ) ( 11 ) Common Stock 24,581 $ 0 33,520 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TONDREAU PAMELA L.
198 CHAMPION COURT
SAN JOSE, CA95134
EVP, Chief Legal Officer & HR
Signatures
/s/ Pamela L. Tondreau 12/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 12, 2019, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in January and February of 2020, including service-based restricted stock units ("RSUs") and performance-based stock units ("PSUs"), with PSUs accelerating vesting at their maximum performance level and with all such RSU and PSU acceleration occurring on December 16, 2019.
( 2 )RSUs convert into common stock on a one-for-one basis upon vesting.
( 3 )Includes 1,944 shares acquired under the Issuer's employee stock purchase plan on June 28, 2019.
( 4 )Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on March 16, 2017 as part of the Issuer's Performance Accelerated Restricted Stock (or PARS) program.
( 5 )PSUs convert into common stock on a one-for-one basis upon vesting. Under SEC guidance, PSUs are not considered derivative securities and therefore do not appear in Table II.
( 6 )Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on February 15, 2019 as part of the Issuer's Long-Term Incentive (or LTI) Program.
( 7 )Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs.
( 8 )On February 26, 2015, the Reporting Person was granted 90,000 service-based RSUs, originally scheduled to vest in five equal annual installments beginning on January 22, 2016.
( 9 )On March 16, 2017, the Reporting Person was granted 47,052 service-based RSUs, with two-thirds (2/3) of the units vesting on February 1, 2019 and the remaining one-third (1/3) originally scheduled to vest on February 3, 2020.
( 10 )On February 16, 2018, the Reporting Person was granted 43,328 service-based RSUs, which were originally scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.
( 11 )On February 15, 2019, the Reporting Person was granted 58,101 service-based RSUs, with approximately 42% of the units originally scheduled to vest on the first anniversary of the grant date and the remainder of the units scheduled to vest in equal installments on the second and third anniversaries of the grant date.

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