Statement of Changes in Beneficial Ownership (4)
November 08 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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Baumgartner Jeffrey W |
2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC, INC.
[
CRUS
]
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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) VP, R&D |
(Last)
(First)
(Middle)
800 WEST 6TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2022 |
(Street)
AUSTIN, TX 78701
(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 | 11/6/2022 | | M | | 992 (1) | A | $0 | 4075 | D | |
Common Stock (2) | 11/6/2022 | | F | | 391 | D | $68.56 | 3684 | D | |
Common Stock | 11/6/2022 | | M | | 4000 | A | $0 | 7684 | D | |
Common Stock (2) | 11/6/2022 | | F | | 1574 | D | $68.56 | 6110 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Performance Shares | (3) | 11/6/2022 | | M | | | 3200 | 11/6/2022 | (3) | Common Stock | 3200.0 | $0 | 5615 | D | |
Restricted Stock Units | (4) | 11/6/2022 | | M | | | 4000 | 11/6/2022 | (5) | Common Stock | 4000.0 | $0 | 7749 | D | |
Explanation of Responses: |
(1) | The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning November 6, 2019 and ending November 6, 2022. A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of PBRSUs. Mr. Baumgartner's target number of PBRSUs was 3,200, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore, 992 shares of common stock vested. |
(2) | No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
(3) | Each Performance-based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the PBRSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Human Resources Committee, over a three-year performance period beginning on November 6, 2019, and ending on November 6, 2022. The number of shares reported here represents the target amount. On November 6, 2022, 31% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations. |
(4) | Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on November 6, 2022, and the Company withheld sufficient shares for payment of required tax withholdings. |
(5) | Expiration Date of 11/6/22. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Baumgartner Jeffrey W 800 WEST 6TH STREET AUSTIN, TX 78701 |
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| VP, R&D |
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Signatures
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By: Gregory Scott Thomas attorney-in-fact For: Jeffrey Baumgartner | | 11/8/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | 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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