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^*

Chatila Ahmad R

(Last)

(First)

(Middle)

198 CHAMPION COURT

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2009

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	02/10/2009		M		4,532	A	$1.7887	69,164	D
Common Stock	02/10/2009		S		4,532	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		4,944	A	$1.7887	69,576	D
Common Stock	02/10/2009		S		4,944	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		21,974	A	$4.757	86,606	D
Common Stock	02/10/2009		S		21,974	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		16,481	A	$3.5314	81,113	D
Common Stock	02/10/2009		S		16,481	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		5,494	A	$3.5314	70,126	D
Common Stock	02/10/2009		S		5,494	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		36,917	A	$3.9877	101,549	D
Common Stock	02/10/2009		S		36,917	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		56,653	A	$3.3785	121,285	D
Common Stock	02/10/2009		S		56,653	D	$5.1556	64,632	D
Common Stock	02/10/2009		M		21,977	A	$2.1916	86,609	D
Common Stock	02/10/2009		S		21,977	D	$5.1556	64,632	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)
Non Qualified Stock Option	$1.7887	02/10/2009		M			4,532	02/10/2009	03/27/2013	Common Stock	4,532	$5.1556	344,716⁽¹⁾	D
Non Qualified Stock Option	$1.7887	02/10/2009		M			4,944	02/10/2009	03/27/2013	Common Stock	4,944	$5.1556	339,772	D
Non Qualified Stock Option	$4.757	02/10/2009		M			21,974	02/10/2009	10/23/2013	Common Stock	21,974	$5.1556	317,798	D
Non Qualified Stock Option	$3.5314	02/10/2009		M			16,481	02/10/2009	02/25/2015	Common Stock	16,481	$5.1556	301,317	D
Non Qualified Stock Option	$3.5314	02/10/2009		M			5,494	02/10/2009	02/25/2015	Common Stock	5,494	$5.1556	295,823	D
Non Qualified Stock Option	$3.9877	02/10/2009		M			36,917	02/10/2009	10/27/2016	Common Stock	36,917	$5.1556	258,906	D
Non Qualified Stock Option	$3.3785	02/10/2009		M			56,653	02/10/2009	07/18/2015	Common Stock	56,653	$5.1556	202,253	D
Non Qualified Stock Option	$2.1916	02/10/2009		M			21,977	02/10/2009	10/08/2014	Common Stock	21,977	$5.1556	180,276	D

Explanation of Responses:

1. Includes 264,484 options issued as a result of the spin of SunPower Corporation on September 29, 2008 as authorized by the Cypress Board of Directors.

Remarks:

	Ahmad Chatila	02/12/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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