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