0001209191-16-117589.txt : 20160504
0001209191-16-117589.hdr.sgml : 20160504
20160504200253
ACCESSION NUMBER: 0001209191-16-117589
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160502
FILED AS OF DATE: 20160504
DATE AS OF CHANGE: 20160504
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CYPRESS SEMICONDUCTOR CORP /DE/
CENTRAL INDEX KEY: 0000791915
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 942885898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1229
BUSINESS ADDRESS:
STREET 1: 198 CHAMPION COURT
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 4089432600
MAIL ADDRESS:
STREET 1: 198 CHAMPION COURT
CITY: SAN JOSE
STATE: CA
ZIP: 95134
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BINGHAM H RAYMOND
CENTRAL INDEX KEY: 0001181467
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10079
FILM NUMBER: 161621208
MAIL ADDRESS:
STREET 1: 2655 SEELY AVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-05-02
0
0000791915
CYPRESS SEMICONDUCTOR CORP /DE/
CY
0001181467
BINGHAM H RAYMOND
198 CHAMPION COURT
SAN JOSE
CA
95134
1
0
0
0
Common Stock
2016-05-02
4
M
0
45000
4.95
A
97625
D
Common Stock
2016-05-02
4
S
0
45000
D
52625
D
Common Stock
2016-05-03
4
M
0
11511
4.95
A
64136
D
Common Stock
2016-05-03
4
S
0
11511
D
52645
D
Common Stock
2016-05-03
4
M
0
3489
5.05
A
56114
D
Common Stock
2016-05-03
4
S
0
3489
D
52645
D
Common Stock
70636
I
By limited partnership
Director Stock Option (Right to Buy)
4.95
2016-05-02
4
M
0
45000
D
2015-03-12
2019-04-01
Common Stock
45000
11511
D
Director Stock Option (Right to Buy)
4.95
2016-05-03
4
M
0
11511
D
2015-03-12
2019-04-01
Common Stock
11511
0
D
Director Stock Option (Right to Buy)
5.05
2016-05-03
4
M
0
3489
D
2015-03-12
2019-04-01
Common Stock
3489
119361
D
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.51 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.52 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his beneficiary interest therein.
Received in the Merger in exchange for a stock option to purchase 23,000 shares of Spansion common stock at the exercise price of $12.14 per share.
The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc., whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Issuer common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Issuer common stock on March 12, 2015. This option was subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion common stock at the exercise price of $12.40 per share.
Pamela Tondreau, as attorney-in-fact
2016-05-04