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^*

TOKOS THOMAS C

(Last)

(First)

(Middle)

C/O INTERSIL CORPORATION

1001 MURPHY RANCH ROAD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSIL CORP/DE [ ISIL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2013

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	04/01/2013		M		1,500⁽¹⁾	A	$0	43,240	D
Common Stock	04/01/2013		F		734⁽²⁾	D	$8.38	42,506	D
Common Stock	04/01/2013		M		2,937	A	$0	45,443	D
Common Stock	04/02/2013		M		3,500	A	$0	48,943⁽³⁾	D

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)
Time-Based Deferred Stock Units (DSUs)	$0	04/01/2013		A		23,000		04/01/2014⁽⁴⁾	04/01/2017	Common Stock	23,000⁽⁵⁾	$0	23,000	D
Performance-Based Market Stock Units (MSUs)	$0	04/01/2013		A		24,000		04/01/2016⁽⁶⁾	04/01/2016	Common Stock	24,000⁽⁵⁾⁽⁷⁾	$0	24,000⁽⁷⁾	D
Deferred Stock Units	$0	04/01/2013		M		2,937		04/01/2013⁽⁴⁾	04/01/2015	Common Stock	2,937⁽⁵⁾⁽⁸⁾	$0	5,876	D
Deferred Stock Units	$0	04/02/2013		M		3,500		04/02/2013⁽⁴⁾	04/02/2016	Common Stock	3,500⁽⁵⁾⁽⁸⁾	$0	10,500	D

Explanation of Responses:

1. Recipient received 16.67% payout associated with a performance-based DSU award in the amount of 9,000 shares issued on 4/1/2010 with a 3-year cliff vest (award fully vested on 4/1/2013). Performance range of award was 0-150% of award. Award of 9,000 shares x 16.67% payout = 1500 shares) issued to recipient.

2. Reflects shares withheld to cover taxes associated with the release of 2000 shares that recipient had elected to defer. Shares deferred are considered beneficially owned upon vest - these shares vested on 4/1/2008.

3. Shares beneficially owned includes a total of 26,624 shares that recipient has elected to defer through participation in the company's deferred stock units program.

4. The time-based DSU award will vest 25% per year on the anniversary of the date of the award.

5. Reflects the receipt of Common Stock upon the vesting of DSUs and MSUs. Each DSU and MSU has the economic equivalent of one share of Intersil Common Stock.

6. The performance-based MSU award will become vested, if at all, on the third anniversary of the date of the award.

7. The amount of the MSU award upon vesting may be as low as zero MSUs and as high as 48,000 MSUs, depending on Intersil's performance related to pre-established performance goals set by the Compensation Committee of the Board of Directors.

8. Recipient has elected to defer receipt of these shares until 4/1/2018; however, shares are considered beneficially owned upon vest.

Remarks:

	Debbie Ceraolo-Johnson by Power of Attorney	04/04/2013
	** 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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