Cypress Semiconductor Corporation
CYPRESS SEMICONDUCTOR CORP /DE/ (Form: 3, Received: 02/12/2009 19:44:20)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NAZARIAN DANA

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/5/2009 

3. Issuer Name and Ticker or Trading Symbol

CYPRESS SEMICONDUCTOR CORP /DE/ [CY]

(Last)        (First)        (Middle)

198 CHAMPION COURT

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Vice President /

(Street)

SAN JOSE, CA 95135       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   4484   (1) D    
Common Stock   3504   (2) D    
Common Stock   15219   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)     (4) 10/8/2011   Common Stock   26781   $4.0872   D    
Non Qualified Stock Option (Right to Buy)     (5) 10/1/2012   Common Stock   30934   $1.563   D    
Non Qualified Stock Option (Right to Buy)     (6) 3/27/2013   Common Stock   31725   $1.7887   D    
Non Qualified Stock Option (Right to Buy)     (7) 10/23/2013   Common Stock   28841   $4.757   D    
Non Qualified Stock Option (Right to Buy)     (8) 2/25/2015   Common Stock   41202   $3.5314   D    
Non Qualified Stock Option (Right to Buy)     (9) 10/27/2016   Common Stock   17510   $3.9877   D    
Non Qualified Stock Option (Right to Buy)     (10) 3/8/2018   Common Stock   56653   $4.9075   D    
Non Qualified Stock Option (Right to Buy)     (11) 9/8/2015   Common Stock   45322   $3.9658   D    
Non Qualified Stock Option (Right to Buy)     (12) 10/8/2011   Common Stock   50946   $4.0872   D    
Non Qualified Stock Option (Right to Buy)     (13) 10/8/2011   Common Stock   10300   $4.0872   D    

Explanation of Responses:
( 1)  Acquired through the Employee Stock Purchase Plan (ESPP)
( 2)  The restricted stock units vest in five equal annual installments on October 1, 2007, October 1, 2008, October 1, 2009, October 1, 2010, and October 1, 2011.
( 3)  The restricted stock units vest in five equal annual installments on December 1, 2008, December 1, 2009, December 1, 2010, December 1, 2011, and December 1, 2012.
( 4)  The option became fully exercisable on August 10, 2005.
( 5)  The option became fully exercisable on October 1, 2007.
( 6)  The option became fully exercisable on March 27, 2008.
( 7)  The option became exercisable to 24,995 shares on February 1, 2009 and becomes fully exercisable as to the remaining 3,846 shares on October 1, 2009.
( 8)  The option became exercisable to 31,588 shares on February 1, 2009 and becomes fully exercisable as to the remaining 9,614 shares on April 1, 2010.
( 9)  The option became exercisable to 8,171 shares on February 1, 2009 and becomes fully exercisable as to the remaining 9,339 shares on October 1, 2011.
( 10)  The option became exercisable to 10,386 shares on January 11, 2009 and becomes fully exercisable as to the remaining 46,267 shares on February 11, 2013.
( 11)  The option became exercisable to 32,480 shares on February 4, 2009 and becomes fully exercisable as to the remaining 12,842 shares on July 4, 2010.
( 12)  The option became fully exercisable on October 8, 2005.
( 13)  The option became fully exercisable on July 9, 2006.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NAZARIAN DANA
198 CHAMPION COURT
SAN JOSE, CA 95135


Vice President

Signatures
Dana Nazarian 2/12/2009
** 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 5(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).
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