Statement of Changes in Beneficial Ownership (4)
November 24 2017 - 5:12PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GEHA SAM
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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)
Corporate SVP, Memory Products
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(Last)
(First)
(Middle)
198 CHAMPION COURT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2017
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(Street)
SAN JOSE, CA 95134
(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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11/21/2017
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M
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309
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A
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$11.27
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41204
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D
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Common Stock
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11/21/2017
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M
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21600
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A
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$11.55
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62804
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D
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Common Stock
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11/21/2017
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F
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17321
(1)
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D
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$17.3757
(2)
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45483
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D
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Common Stock
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11/21/2017
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S
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4588
(3)
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D
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$17.3757
(2)
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40895
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D
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Common Stock
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11/22/2017
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S
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9929
(4)
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D
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$17.3201
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30966
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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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Stock Option (right to buy)
(5)
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$11.27
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11/21/2017
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M
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309
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(5)
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(5)
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Common Stock
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309
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$11.27
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0
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D
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Stock Option (right to buy)
(6)
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$11.55
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11/21/2017
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M
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21600
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(6)
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(6)
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Common Stock
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21600
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$11.55
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2400
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D
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Explanation of Responses:
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(1)
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Represents the aggregate number of shares of common stock sold for payment of the exercise price and tax liability incident to the transactions of a security issued in accordance with Rule 16b-3.
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(2)
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The price reported in Column 4 is a weighted average price. 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.
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(3)
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Represents the subsequent sale of shares of common stock acquired pursuant to the exercise of the stock options issued in accordance with Rule 16b-3.
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(4)
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Represents shares of common stock previously acquired by the Reporting Person upon vesting and settlement of performance restricted stock units awarded to the Reporting Person under the Issuer's equity incentive plans. Restricted stock units and performance restricted stock units convert into common stock on a one-for-one basis upon vesting.
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(5)
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The option was granted on December 18, 2012 and vests in 60 equal monthly installments beginning on December 19, 2012. The option is due to expire on December 18, 2020.
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(6)
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The option was granted on May 30, 2013 and vests in 60 equal monthly installments beginning on June 9, 2013. The option is due to expire on May 30, 2021.
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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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GEHA SAM
198 CHAMPION COURT
SAN JOSE, CA 95134
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Corporate SVP, Memory Products
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Signatures
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/s/ Pamela L. Tondreau, attorney-in-fact
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11/24/2017
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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