FORM 4
[ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

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

RAMTRON INTERNATIONAL CORP [ RMTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

198 CHAMPION COURT 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/15/2012
(Street)

SAN JOSE, CA 95134-1599
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   10/15/2012     P    413716   (1) A $3.10   26018967   I   See Explanation of Responses   (2) (3) (4)
Common Stock, par value $0.01 per share   10/16/2012     P    658179   (1) A $3.10   26677146   I   See Explanation of Responses   (2) (3) (4)
Common Stock, par value $0.01 per share   10/17/2012     P    903377   (1) A $3.10   27580523   I   See Explanation of Responses   (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
( 1)  Reflects the shares of common stock of Ramtron International Corporation ("Ramtron") acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger dated as of September 18, 2012 (the "Merger Agreement"), entered into by and among the Reporting Person, Rain Acquisition Corp. ("Rain") and Ramtron, which commenced on October 10, 2012.
( 2)  The Reporting Person is filing this Form 4 on behalf of itself and Rain, a Delaware corporation and a wholly owned subsidiary of the Reporting Person, with principal executive offices located at 198 Champion Court, San Jose, California 95134-1599. Of the shares of common stock of Ramtron to which this Form 4 relates, 1,667,584 were previously owned by the Reporting Person and the remainder were acquired by Rain in a tender offer for all outstanding shares of common stock of Ramtron upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on June 21, 2012, as amended and supplemented from time to time (the "Offer").
( 3)  Pursuant to the Merger Agreement, Rain was entitled, after consummation of the Offer, to designate such number of directors of Ramtron, rounded up to the next whole number, as would give Rain representation on the board of directors of Ramtron equal to the product of the total number of Ramtron's directors (after giving effect to any increase in the number of directors pursuant to the Merger Agreement) multiplied by the percentage that the aggregate number of shares of common stock of Ramtron purchased by Rain in the Offer bears to the total number of shares of common stock outstanding. (Continued in Footnote 4)
( 4)  On October 10, 2012, immediately following the closing of the Offer, all of the directors of Ramtron resigned from the board of directors of Ramtron, other than Theodore J. Coburn, William G. Howard, Jr. and William L. George, and such remaining directors of Ramtron appointed T.J. Rodgers, Brad W. Buss, Dana C. Nazarian, Neil Weiss, Cathal Phelan and Thomas Surrette, each of whom was designated by Rain, to the board of directors of Ramtron.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CYPRESS SEMICONDUCTOR CORP /DE/
198 CHAMPION COURT
SAN JOSE, CA 95134-1599 		X X


Signatures
/s/ Neil Weiss, Senior Vice President, Cypress Semiconductor Corporation 10/17/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Ramtron International Corp. (MM) (NASDAQ:RMTR)
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Ramtron International Corp. (MM) (NASDAQ:RMTR)
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