X0306 4 2017-02-24 1 0001096325 INTERSIL CORP/DE ISIL 0001680974 Gupta Sunil INTERSIL CORPORATION 1001 MURPHY RANCH ROAD MILPITAS CA 95035 0 1 0 0 SVP, Worldwide Operations Common Stock 2017-02-24 4 D 0 52105.01 D 0 D Stock Options (Right to Buy) 7.09 2012-12-03 4 D 0 12000 D 2019-12-03 Common Stock 12000 0 D Performance-based Market Stock Units (MSUs) 0 2016-07-01 4 D 0 54440 D Common Stock 54440 0 D Deferred Stock Units (DSUs) 0 2014-04-01 4 D 0 3808 D Common Stock 3808 0 D Deferred Stock Units (DSUs) 0 2015-04-01 4 D 0 7666 D Common Stock 7666 0 D Deferred Stock Units (DSUs) 0 2016-04-01 4 D 0 15660 D Common Stock 15660 0 D Deferred Stock Units (DSUs) 0 2016-07-01 4 D 0 19614 D Common Stock 19614 0 D Number of shares beneficially owned includes 784.67 shares of Intersil Common Stock that was automatically purchased on 2/16/2017 as a result of recipients participation in the Intersil Corporation Employee Stock Purchase Plan. Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Intersil Corporation ("ISIL") and Renesas Electronics Corporation, as joined by Chapter One Company (as amended, the "Merger Agreement"), upon the closing of the merger on February 24, 2017 (the "Closing"), each outstanding share of common stock of ISIL was cancelled in exchange for the right to receive $22.50 in cash. Pursuant to the Merger Agreement, upon the Closing each vested stock option was cancelled in exchange for a cash payment per share equal to the excess, if any, of $22.50 over the exercise price. Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 27,220 MSUs (at target) issued on 7/1/2016 multiplied by 200% payout. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (3,833 DSUs). In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (3,833 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (5,220 DSUs) and 2020 (5,220 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (5,220 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (6,538) and 2020 (6,538) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (6,538 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions. Debbie Ceraolo-Johnson by Power of Attorney 2017-02-28