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)
09/13/2010
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 09/13/2010 S 14,231(1) D $11.85 126,903 D
Common Stock 09/13/2010 S 122,071(2) D $11.85 4,832 D
Common Stock 09/13/2010 M 1,443 A $4.757 6,275 D
Common Stock 09/13/2010 S 1,443 D $11.85 4,832 D
Common Stock 09/13/2010 M 41,202 A $3.5314 46,034 D
Common Stock 09/13/2010 S 41,202 D $11.85 4,832 D
Common Stock 09/13/2010 M 13,716 A $3.9877 18,548 D
Common Stock 09/13/2010 S 13,716 D $11.85 4,832 D
Common Stock 09/13/2010 M 29,270 A $4.9075 34,102 D
Common Stock 09/13/2010 S 29,270 D $11.85 4,832 D
Common Stock 09/13/2010 M 45,322 A $3.9658 50,154 D
Common Stock 09/13/2010 S 45,322 D $11.85 4,832 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
Non Qualified Stock Option $4.757 09/13/2010 M 1,443 09/13/2010 10/23/2013 Common Stock 1,443 $11.85 246,457 D
Non Qualified Stock Option $3.5314 09/13/2010 M 41,202 09/13/2010 02/25/2015 Common Stock 41,202 $11.85 205,255 D
Non Qualified Stock Option $3.9877 09/13/2010 M 13,716 09/13/2010 10/27/2016 Common Stock 13,716 $11.85 191,539 D
Non Qualified Stock Option $4.9075 09/13/2010 M 29,270 09/13/2010 03/08/2018 Common Stock 29,270 $11.85 162,269 D
Non Qualified Stock Option $3.9658 09/13/2010 M 45,322 09/13/2010 09/08/2015 Common Stock 45,322 $11.85 116,947 D
Explanation of Responses:
1. Sold Employee Stock Purchase Plan (ESPP)shares.
2. Sold Restricted Stock Units (RSU) shares.
Remarks:
Neil H. Weiss, attorney-in-fact for Dana Nazarian. 09/15/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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