SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

ALDRICH DAVID J

(Last)

(First)

(Middle)

20 SYLVAN ROAD

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SKYWORKS SOLUTIONS INC [ SWKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2010		F		62,625⁽¹⁾	D	$23.87	437,875	D
Common Stock	11/08/2010		M		150,000⁽²⁾	A	⁽²⁾	587,875	D
Common Stock	11/08/2010		F		62,625⁽³⁾	D	$23.87	525,250	D
Common Stock	11/08/2010		M		75,000	A	$12.65	600,250	D
Common Stock	11/08/2010		S		75,000	D	$23.76⁽⁴⁾	525,250	D
Common Stock	11/08/2010		M		65,000	A	$13.563	590,250	D
Common Stock	11/08/2010		S		65,000	D	$23.76⁽⁴⁾	525,250	D
Common Stock	11/08/2010		S		129,414	D	$23.76⁽⁴⁾	395,836	D
Common Stock	11/10/2010		S		75,000	D	$23.71⁽⁵⁾	320,836	D
Common Stock	11/10/2010		A		85,000⁽⁶⁾	A	$0.00	405,836	D
Common Stock	11/10/2010		F		35,488⁽⁷⁾	D	$23.8	370,348	D
Common Stock								17,263⁽⁸⁾	I	By 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽²⁾	11/08/2010		M			150,000	⁽²⁾	11/06/2010	Common Stock	150,000	⁽²⁾	150,000	D
Employee Stock Option (Right to Buy)	$12.65	11/08/2010		M			75,000	⁽⁹⁾	04/25/2012	Common Stock	75,000	$0.00	100,000	D
Employee Stock Option (Right to Buy)	$13.563	11/08/2010		M			65,000	⁽¹⁰⁾	04/04/2011	Common Stock	65,000	$0.00	0	D

Explanation of Responses:

1. Transfer of common stock to Skyworks of the number of common shares determined to be sufficient to satisfy tax withholding obligations incurred as a result of the vesting of an award of 150,000 shares of restricted common stock that had been granted to the reporting person under the Skyworks 2005 Long Term Incentive Plan on 6/10/09.

2. Receipt of shares underlying performance rights was based on a comparison of (x) the change in Skyworks' common stock price to (y) the change in the price of the common stock of companies in a peer group over a three year period. The change in price of each company's common stock was determined by comparing its average stock price for the 90 day period beginning 11/6/07 to its average stock price for the 90 day period ending 11/6/10. Because Skyworks determined that the percentage change in Skyworks' stock price during the periods mentioned in the previous sentence exceeded the 70th percentile of the peer group, both the "target" metric under the performance rights covering 150,000 shares and the "stretch" metric under the performance rights covering another 150,000 shares were deemed to have been met. The reporting person received 150,000 of such shares on 11/8/10 and, will receive the remaining 150,000 of such shares on 11/7/11, so long as he remains employed with Skyworks.

3. Transfer of common stock to the issuer of the number of shares determined to be sufficient to satisfy tax withholding obligations incurred as a result of the settlement of the Performance Rights discussed in the previous footnote and the resulting issuance of 150,000 shares of common stock to the reporting person on 11/8/10.

4. This price reflects the average selling price of the shares sold. Actual sale prices ranged from $23.61 per share to $23.91.

5. This price reflects the average selling price of the shares sold. Actual sale prices ranged from $23.70 per share to $23.76.

6. Represents 85,000 shares of common stock issued to the Reporting Person pursuant to a performance share award dated November 10, 2009. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by Skyworks of certain pre-established performance metrics for fiscal year 2010.

7. Transfer to Skyworks of the number of shares of common stock determined to be sufficient to satisfy tax withholding obligations related to the settlement of the performance share award discussed in the previous footnote and the resulting issuance of 85,000 shares of common stock on 11/10/10.

8. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks 401(k) plan as of the most recent practicable date. The information in this report is based on the latest plan statement dated 11/9/10.

9. This stock option vested in four (4) equal installments, beginning on 4/25/03 and ending on 4/25/06.

10. This stock option vested in four (4) equal installments, beginning on 4/1/02 and ending on 4/1/05.

Remarks:

	/s/ Robert J. Terry, attorney-in-fact	11/10/2010
	** 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).
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