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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Baumgartner Jeffrey W
2. Issuer Name and Ticker or Trading Symbol

CIRRUS LOGIC, INC. [ CRUS ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Baumgartner Jeffrey W
800 WEST 6TH STREET
AUSTIN, TX 78701


VP, R&D

Signatures
By: Gregory Scott Thomas attorney-in-fact For: Jeffrey Baumgartner11/8/2022
**Signature of Reporting PersonDate


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.
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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