Cypress Semiconductor Corporation
CYPRESS SEMICONDUCTOR CORP /DE/ (Form: 4, Received: 08/16/2016 19:11:25)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NAZARIAN DANA
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)
EVP, Memory Products Division
(Last)          (First)          (Middle)

198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2016
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/12/2016     M    3794   A $3.9877   458976   D    
Common Stock   8/12/2016     M    27383   A $4.9075   486359   D    
Common Stock   8/12/2016     F    10713   (1) D   (2) 475646   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   (3) $3.9877   8/12/2016     M         3794      (3)   (3) Common Stock   3794   $3.9877   0   D    
Stock Option (right to buy)   (4) $4.9075   8/12/2016     M         27383      (4)   (4) Common Stock   27383   $4.9075   0   D    

Explanation of Responses:
( 1)  Represents the aggregate number of shares of Issuer common stock withheld for payment of the exercise price of 13,683 of the underlying shares of the option and the tax liability incident to the transaction for these underlying shares of a security issued in accordance with Rule 16b-3.
( 2)  7,413 shares were sold at a price of $11.04 per share and 3,300 shares were sold at a price of $11.05 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
( 3)  The option was granted on October 27, 2006 and was fully vested on October 1, 2011. The option is due to expire October 27, 2016.
( 4)  The option was granted on March 8, 2008 and was fully vested on February 11, 2013. The option is due to expire June 1, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NAZARIAN DANA
198 CHAMPION COURT
SAN JOSE, CA 95134


EVP, Memory Products Division

Signatures
/s/ Pamela Tondreau, attorney-in-fact 8/16/2016
** 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).
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