Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TERRY ROBERT JOHN

(Last)

(First)

(Middle)

5260 CALIFORNIA AVENUE

(Street)

IRVINE

92617

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SKYWORKS SOLUTIONS, INC. [ SWKS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2024

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	11/07/2024		M		3,693	A	⁽¹⁾	17,738	D
Common Stock	11/07/2024		F		1,872⁽²⁾	D	$91.17	15,866	D
Common Stock	11/08/2024		A		17,706⁽³⁾	A	$0	33,572	D
Common Stock	11/08/2024		F		8,975⁽²⁾	D	$89.16	24,597	D
Common Stock	11/08/2024		M		3,632	A	⁽¹⁾	28,229	D
Common Stock	11/08/2024		F		1,841⁽²⁾	D	$89.16	26,388	D
Common Stock	11/08/2024		S⁽⁴⁾		1,821	D	$90.16	24,567	D
Common Stock								3,146⁽⁵⁾	I	By 401(k) plan

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)
Restricted Stock Units	⁽¹⁾	11/07/2024		M			3,693	⁽⁶⁾	⁽⁶⁾	Common Stock	3,693	$0	11,078	D
Restricted Stock Units	⁽¹⁾	11/08/2024		M			3,632	⁽⁷⁾	⁽⁷⁾	Common Stock	3,632	$0	7,263	D

Explanation of Responses:

1. Restricted stock units convert into shares of common stock on a one-for-one basis.

2. Represents shares withheld to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person.

3. Represents 17,706 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/8/2022. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal years 2023 and 2024.

4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 5/7/2024.

5. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2024.

6. The restricted stock units vest in four (4) equal installments, beginning on 11/7/2024 and ending on 11/7/2027.

7. The restricted stock units vest in four (4) equal installments, beginning on 11/8/2023 and ending on 11/8/2026.

Remarks:

	Ashran Jen, as Attorney-In-Fact for Robert J. Terry	11/12/2024
	** 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).
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