0001209191-19-061209.txt : 20191218 0001209191-19-061209.hdr.sgml : 20191218 20191218200348 ACCESSION NUMBER: 0001209191-19-061209 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191216 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEHA SAM CENTRAL INDEX KEY: 0001722181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10079 FILM NUMBER: 191293875 MAIL ADDRESS: STREET 1: 198 CHAMPION COURT CITY: SAN JOSE STATE: CA ZIP: 95134 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-16 0 0000791915 CYPRESS SEMICONDUCTOR CORP /DE/ CY 0001722181 GEHA SAM 198 CHAMPION COURT SAN JOSE CA 95134 0 1 0 0 EVP, Memory Products Common Stock 2019-12-16 4 M 0 17425 0.00 A 136578 D Common Stock 2019-12-16 4 M 0 14861 0.00 A 151439 D Common Stock 2019-12-16 4 M 0 23836 0.00 A 175275 D Common Stock 2019-12-16 4 A 0 41816 0.00 A 217091 D Common Stock 2019-12-16 4 A 0 61278 0.00 A 278369 D Common Stock 2019-12-16 4 F 0 78943 23.38 D 199426 D Restricted Stock Units 2019-12-16 4 M 0 17425 0.00 D 2019-12-16 Common Stock 17425 0 D Restricted Stock Units 2019-12-16 4 M 0 14861 0.00 D Common Stock 14861 14861 D Restricted Stock Units 2019-12-16 4 M 0 23836 0.00 D Common Stock 23836 32504 D On December 12, 2019, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in January and February of 2020, including service-based restricted stock units ("RSUs") and performance-based stock units ("PSUs"), with PSUs accelerating vesting at their maximum performance level and with all such RSU and PSU acceleration occurring on December 16, 2019. RSUs convert into common stock on a one-for-one basis upon vesting. Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on March 16, 2017 as part of the Issuer's Performance Accelerated Restricted Stock (or PARS) program. PSUs convert into common stock on a one-for-one basis upon vesting. Under SEC guidance, PSUs are not considered derivative securities and therefore do not appear in Table II. Represents shares of Issuer common stock accelerating vesting in connection with PSUs granted on February 15, 2019 as part of the Issuer's Long-Term Incentive (or LTI) Program. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs. On March 16, 2017, the Reporting Person was granted 52,276 service-based RSUs, with two-thirds (2/3) of the units vesting on February 1, 2019 and the remaining one-third (1/3) originally scheduled to vest on February 3, 2020. On February 16, 2018, the Reporting Person was granted 44,582 service-based RSUs, which were originally scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date. On February 15, 2019, the Reporting Person was granted 56,340 service-based RSUs, with approximately 42% of the units originally scheduled to vest on the first anniversary of the grant date and the remainder of the units scheduled to vest in equal installments on the second and third anniversaries of the grant date. /s/ Pamela L. Tondreau, attorney-in-fact 2019-12-18