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Filing Details

Accession Number:: 0001209191-16-144671
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-10-04 18:25:57
Reporting Period:: 2016-10-03

Filing Date:: 2016-10-04
Accepted Time:: 2016-10-04 18:25:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
791915	Cypress Semiconductor Corp	CY	Semiconductors & Related Devices (3674)	942885898

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1181467	Raymond H Bingham	198 Champion Court San Jose CA 95134	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-10-03	15,000	$5.05	55,276	No	4	M	Direct
Common Stock	Disposition	2016-10-03	15,000	$12.10	40,276	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Director Stock Option (right to buy)	Disposition	2016-10-03	15,000	$0.00	15,000	$5.05

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
44,361	2013-04-02	2019-04-02	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	70,636	Indirect	By limited partnership

Footnotes

The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person. Shares of Issuer common stock were sold, in part, for payment of the exercise price and tax liability incident to the exercise and subsequent sale of shares acquired pursuant to the exercise of the option issued in accordance with Rule 16b-3.
The number of shares underlying this option and the exercise price thereof were adjusted as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc., whereby each share of Spansion common stock was cancelled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
Represent shares held by the Reporting Person and by Bingham Investments, LP.
The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.0100 to $12.1600 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
Represent shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his voting and dispositive powers with respect to the shares.
Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion Inc. common stock at the exercise price of $12.40 per share. This option represents a director's annual equity grant awarded to the Reporting Person upon his re-election to the board of directors of Spansion Inc. at Spansion's 2012 annual stockholders meeting.
The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.