Cypress Semiconductor Corp (CY): Three Bays Capital Decreases Its Stake

Page 7 of 10 – SEC Filing

Amendment No. 2 to Schedule 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Three Bays Capital LP (“Three Bays Capital”), TBC GP LLC (“TBC GP”), TBC Master LP (“TBC Master”), TBC Partners GP LLC (“TBC Partners GP”), and Matthew Sidman (collectively, the “Reporting Persons”) on March 9, 2016, as amended by Amendment No. 1 filed on June 21, 2016.  This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 3.

Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

The shares of Common Stock and options to purchase shares of Common Stock purchased by TBC Master that are reported herein were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases through brokers.  The aggregate purchase price of the 15,531,147 shares of Common Stock directly held by TBC Master and the options to purchase 7,000,000 shares of Common Stock directly held by TBC Master was approximately $171,202,882.17, including brokerage commissions.

ITEM 4.

Purpose of Transaction.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

This Amendment No. 2 is being filed to report acquisitions or dispositions of beneficial ownership of Common Stock in an amount equal to one percent or more of the Issuer’s outstanding Common Stock since the Reporting Persons’ previous amendment to Schedule 13D. The disclosure regarding the transactions reported in Item 5(c) below is incorporated herein by reference. The Reporting Persons may make, or cause, further acquisitions of shares of Common Stock from time to time and may dispose of, or cause to be disposed, any or all of the Common Stock beneficially owned by them at any time, in each case depending on market conditions and other factors.

In furtherance of their investment purpose, the Reporting Persons will continue to engage in dialogue with members of the Issuer’s management and Board of Directors and will speak to other stockholders of the Issuer regarding multiple topics concerning the Issuer’s business, which could include, without limitation, general business operations, financial condition, use of capital, strategy and future plans, potential strategic alternatives and/or other items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities.  Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer, including, but not limited to Common Stock or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise.  Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

Depending upon their assessments of the above factors, the Reporting Persons may change their present intentions as stated above.  Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.