SEC FORM 4 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).
1. Name and Address of Reporting Person*
NAZARIAN DANA

(Last) (First) (Middle)
198 CHAMPION COURT

(Street)
SAN JOSE CA 95135

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [ CY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/24/2011 M 27,509(1) A $0.00 37,502 D
Common Stock 02/24/2011 F 10,234(2) D $21.27 27,268 D
Common Stock 02/24/2011 M 129,162(3) A $0.00 156,430 D
Common Stock 02/24/2011 F 60,293(4) D $21.27 96,137 D
Common Stock 02/24/2011 M 124,194(5) A $0.00 220,331 D
Common Stock 02/24/2011 F 56,153(6) D $21.27 164,178 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.00 02/24/2011 M 9,270(7) 02/24/2011 05/11/2015 Common Stock 9,270(7) $0.00 107,677 D
Restricted Stock Units $0.00 02/24/2011 M 9,270(8) (8) 05/11/2015 Common Stock 9,270(8) $0.00 116,947 D
Restricted Stock Units $0.00 02/24/2011 M 39,000(7) 02/24/2011 02/19/2017 Common Stock 39,000(7) $0.00 77,947 D
Restricted Stock Units $0.00 02/24/2011 M 39,000(8) (8) 02/19/2017 Common Stock 39,000(8) $0.00 116,947 D
Restricted Stock Units $0.00 02/24/2011 M 37,500(7) 02/24/2011 05/12/2018 Common Stock 37,500(7) $0.00 79,447 D
Restricted Stock Units $0.00 02/24/2011 M 37,500(8) (8) 05/12/2018 Common Stock 37,500(8) $0.00 116,947 D
Explanation of Responses:
1. Mr. Nazarian was granted 154,508 Performance RSUs on May 11, 2007 that could result in 0 to 30,902 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the delivery based upon the achievement of 2010 performance milestones as approved by the Compensation Committee on February 24, 2011 and includes a milestone measured by the Company's Common Stock appreciation as compared to the SOXX Index. The remaining target shares have been forfeited and are not able to be earned in a future period.
2. 10,234 shares were surrendered to pay tax applicable to the vesting of 27,509 restricted stock units.
3. Mr. Nazarian was granted 390,000 Performance RSUs on February 19, 2009 that could result in 0 to 130,000 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the delivery based upon the achievement of 2010 performance milestones as approved by the Compensation Committee on February 24, 2011 and includes a milestone measured by the Company's Common Stock appreciation as compared to the SOXX Index. The remaining target shares have been forfeited and are not able to be earned in a future period.
4. 60,293 shares were surrendered to pay tax applicable to the vesting of 129,162 restricted stock units.
5. Mr. Nazarian was granted 250,000 Performance RSUs that could result in 0 to 125,000 Performance RSUs being earned annually by Mr. Nazarian based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian is eligible to earn for 2010 on the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Mr. Nazarian is eligible to earn the remaining Performance RSUs upon the achievement of other performance milestones set by the Company's Compensation Committee. If performance milestones set for a given period are not achieved, the targeted shares associated with that milestone are forfeited and are not able to be earned in a future period.
6. 56,153 shares were surrendered to pay tax applicable to the vesting of 124,194 restricted stock units.
7. The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian was eligible to earn for 2010 based upon the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Targeted shares related to performance milestones not achieved are forfeited and are not able to be earned in a future period.
8. The amount reported on this Form 4 reflects the maximum amount that Mr. Nazarian is eligible to earn for 2011 based upon the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Targeted shares related to performance milestones not achieved are forfeited and are not able to be earned in a future period.
Remarks:
Neil H. Weiss, Treasurer, as attorney-in-fact for Dana Nazarian. 02/28/2011
** 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).
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LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

The undersigned, as an Executive Vice President of Cypress Semiconductor
Corporation (the "Corporation"), hereby constitutes and appoints Brad W. Buss,
Executive Vice President and CFO, Neil H. Weiss, Treasurer, and Victoria
Tidwell, Vice President, Legal Affairs, each of them, the undersigned's true and
lawful attorney-in-fact and agent to complete and execute such Forms 3, 4 and 5
and other forms as such attorney shall in his or her discretion determine to be
required or advisable pursuant to Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Corporation, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Corporation and
such other person or agency as the attorney shall deem appropriate.  The
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Corporation unless earlier revoked by the undersigned in a writing delivered to
the foregoing attorneys-in-fact.
This Limited Power of Attorney is executed at San Jose, CA, as of the date set
forth below.

						CYPRESS SEMICONDUCTOR CORP.

		/s/ Dana Nazarian
		By:  Dana Nazarian

	Dated: 2/7/2009

Witness:

    /s/ Amanda Nazarian
Amanda Nazarian

Dated:  2/7/2009