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| FORM 4 |
| 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
| ( 1 )On April 16, 2020 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of June 3, 2019 (the "Merger Agreement"), by and among Cypress Semiconductor Corporation (the "Issuer"), Infineon Technologies AG ("Infineon") and IFX Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer as the surviving entity and a wholly owned subsidiary of Infineon. Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock ("Common Stock") was converted into the right to receive $23.85 per share in cash (the "Per Share Merger Consideration"), without interest.|
( 2 )These stock options were originally scheduled to vest quarterly over three years from December 2, 2013. These stock options were fully vested and exercisable.
( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such option immediately prior to the Effective Time.
( 4 )Restricted stock units convert into common stock on a one-for-one basis upon settlement.
( 5 )On May 3, 2019, the Reporting Person was granted 11,383 restricted stock units that vest on the day before the Issuer's 2020 annual meeting of stockholders.
( 6 )Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of restricted stock units subject to such award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration. Such payment is to be made at the times and subject to any vesting and acceleration conditions set forth in the Merger Agreement.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|