Statement of Changes in Beneficial Ownership (4)
18 4월 2020 - 5:18AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
WISHART MICHAEL S |
2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/
[
CY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
198 CHAMPION COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2020 |
(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/16/2020 | | D | | 90276 | D | $23.85 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $4.98 | 4/16/2020 | | D | | | 34398 | (2) | 12/2/2020 | Common Stock | 34398 | $18.87 (3) | 0 | D | |
Restricted Stock Units | (4) | 4/16/2020 | | D | | | 11383 | (5) | (5) | Common Stock | 11383 | $23.85 (6) | 0 | D | |
Explanation of Responses: |
(1) | On April 16, 2020 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of June 3, 2019 (the "Merger Agreement"), by and among Cypress Semiconductor Corporation (the "Issuer"), Infineon Technologies AG ("Infineon") and IFX Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer as the surviving entity and a wholly owned subsidiary of Infineon. Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock ("Common Stock") was converted into the right to receive $23.85 per share in cash (the "Per Share Merger Consideration"), without interest. |
(2) | These stock options were originally scheduled to vest quarterly over three years from December 2, 2013. These stock options were fully vested and exercisable. |
(3) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such option immediately prior to the Effective Time. |
(4) | Restricted stock units convert into common stock on a one-for-one basis upon settlement. |
(5) | On May 3, 2019, the Reporting Person was granted 11,383 restricted stock units that vest on the day before the Issuer's 2020 annual meeting of stockholders. |
(6) | Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of restricted stock units subject to such award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration. Such payment is to be made at the times and subject to any vesting and acceleration conditions set forth in the Merger Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WISHART MICHAEL S 198 CHAMPION COURT SAN JOSE, CA 95134 | X |
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Signatures
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/s/ Pamela L. Tondreau, attorney-in-fact | | 4/17/2020 |
**Signature of Reporting Person | Date |
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