- Statement of Changes in Beneficial Ownership (4)
February 27 2012 - 10:59AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NAZARIAN DANA
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2. Issuer Name
and
Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/
[
CY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
198 CHAMPION COURT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2012
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(Street)
SAN JOSE, CA 95135
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/24/2012
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M
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18632
(1)
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A
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$
0
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29947
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D
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Common Stock
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2/24/2012
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F
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8698
(2)
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D
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$17.87
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21249
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D
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Common Stock
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2/24/2012
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M
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97011
(3)
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A
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$
0
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118260
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D
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Common Stock
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2/24/2012
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F
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45285
(4)
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D
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$17.87
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72975
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D
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Common Stock
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2/24/2012
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M
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93280
(5)
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A
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$
0
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166255
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D
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Common Stock
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2/24/2012
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F
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38337
(6)
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D
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$17.87
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127918
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$
0
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2/24/2012
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M
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9270
(7)
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2/24/2012
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5/1/2016
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Common Stock
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9270
(7)
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$
0
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107677
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D
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Restricted Stock Units
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$
0
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2/24/2012
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M
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39000
(7)
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2/24/2012
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2/19/2017
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Common Stock
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39000
(7)
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$
0
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68677
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D
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Restricted Stock Units
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$
0
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2/24/2012
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M
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37500
(7)
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2/24/2012
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5/12/2018
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Common Stock
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37500
(7)
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$
0
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31177
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D
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Explanation of Responses:
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(
1)
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Mr. Nazarian was granted 154,508 Performance RSUs on May 11, 2007 that could result in 0 to 30,902 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian is eligible to earn in 2011 performance milestones as approved by the Compensation Committee on February 24, 2012 and includes a milestone measured by the Company's Common Stock appreciation as compared to the SOXX Index. The remaining target shares have been forfeited and are not able to be earned in a future period.
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(
2)
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8,698 shares were surrendered to pay tax applicable to the vesting of 18,632 restricted stock units.
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(
3)
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Mr. Nazarian was granted 390,000 Performance RSUs on February 19, 2009 that could result in 0 to 130,000 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the delivery based upon the achievement of 2011 performance milestones as approved by the Compensation Committee on February 23, 2012 and includes a milestone measured by the Company's Common Stock appreciation as compared to the SOXX Index. The remaining target shares have been forfeited and are not able to be earned in a future period.
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(
4)
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45,285 shares were surrendered to pay tax applicable to the vesting of 97,011 restricted stock units.
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(
5)
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Mr. Nazarian was granted 250,000 Performance RSUs that could result in 0 to 125,000 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian is eligible to earn for 2011 on the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Mr. Nazarian is eligible to earn the remaining Performance RSUs upon the achievement of other performance milestones set by the Company's Compensation Committee on February 24, 2012. If performance milestones set for a given period are not achieved, the targeted shares associated with that milestone are forfeited and are not able to be earned in a future period.
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(
6)
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38,337 shares were surrendered to pay tax applicable to the vesting of 93,280 restricted stock units.
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(
7)
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The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian was eligible to earn for 2011 based upon the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Targeted shares related to performance milestones not achieved are forfeited and are not able to be earned in a future period.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NAZARIAN DANA
198 CHAMPION COURT
SAN JOSE, CA 95135
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Executive Vice President
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Signatures
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Neil H. Weiss, Treasurer, as attorney-in-fact for Dana Nazarian.
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2/24/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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