Page 8 of 10 SEC Filing 1. Three Bays Capital – Delaware 2. TBC GP – Delaware 3. TBC Master – Cayman Islands 4. TBC Partners GP – Delaware 5. Matthew Sidman – United States of America The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith. ITEM 3. Source and Amount of Funds or Other Consideration.
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 15,862,774 shares of Common Stock directly held by TBC Master and the options to purchase 6,600,000 shares of Common Stock directly held by TBC Master was approximately $177,670,549.50, including brokerage commissions. ITEM 4. Purpose of Transaction.
The information contained in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference herein. The Reporting Persons acquired and hold the securities of the Issuer reported herein for investment purposes based on the Reporting Persons’ belief that such securities were and continue to be undervalued and represent an attractive investment opportunity. In furtherance of their investment purpose, the Reporting Persons have had discussions with members of the Issuer’s management and Board of Directors (the “Board”) regarding their investment and the Issuer’s business. The Reporting Persons will continue to engage in dialogue with members of the Issuer’s management and Board 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. ITEM 5. Interest in Securities of the Issuer.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 314,558,619 shares of Common Stock outstanding as of February 26, 2016, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2016. The amount beneficially owned includes 6,600,000 shares of Common Stock underlying options. Each Reporting Person other than TBC Master may be deemed to beneficially own the shares of Common Stock and options to purchase shares of Common Stock held directly by TBC Master, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person other than TBC Master is the beneficial owner of securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Reporting Persons other than TBC Master expressly disclaims beneficial ownership of all securities of the Issuer held directly by TBC Master and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group”. Follow Cypress Semiconductor Corp (NASDAQ:CY)
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1. Three Bays Capital – Delaware
2. TBC GP – Delaware
3. TBC Master – Cayman Islands
4. TBC Partners GP – Delaware
5. Matthew Sidman – United States of America
The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith.
| ITEM 3. | Source and Amount of Funds or Other Consideration. |
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 15,862,774 shares of Common Stock directly held by TBC Master and the options to purchase 6,600,000 shares of Common Stock directly held by TBC Master was approximately $177,670,549.50, including brokerage commissions.
| ITEM 4. | Purpose of Transaction. |
The information contained in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference herein.
The Reporting Persons acquired and hold the securities of the Issuer reported herein for investment purposes based on the Reporting Persons’ belief that such securities were and continue to be undervalued and represent an attractive investment opportunity. In furtherance of their investment purpose, the Reporting Persons have had discussions with members of the Issuer’s management and Board of Directors (the “Board”) regarding their investment and the Issuer’s business. The Reporting Persons will continue to engage in dialogue with members of the Issuer’s management and Board 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.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 314,558,619 shares of Common Stock outstanding as of February 26, 2016, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2016. The amount beneficially owned includes 6,600,000 shares of Common Stock underlying options.
Each Reporting Person other than TBC Master may be deemed to beneficially own the shares of Common Stock and options to purchase shares of Common Stock held directly by TBC Master, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person other than TBC Master is the beneficial owner of securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Reporting Persons other than TBC Master expressly disclaims beneficial ownership of all securities of the Issuer held directly by TBC Master and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group”.
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