Cypress Semiconductor Corporation
CYPRESS SEMICONDUCTOR CORP /DE/ (Form: 4, Received: 02/06/2018 17:38:23)
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 *

GOPALSWAMY SUDHIR
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)
SVP, Microcontroller/Connect
(Last)          (First)          (Middle)

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

2/2/2018
(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   2/2/2018     M    3500   A $0.00   (1) 68945   D    
Common Stock   2/5/2018     F    1492   D $16.2434   67453   D    
Common Stock   2/2/2018     M    4719   A $0.00   (1) 72172   D    
Common Stock   2/5/2018     F    1910   D $16.221   70262   D    
Common Stock   2/2/2018     M    38210   A $0.00   (1) 108472   D    
Common Stock   2/5/2018     F    13963   D $16.2201   (2) 94509   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
Restricted Stock Units     (1) 2/2/2018     M         3500      (3)   (3) Common Stock   3500   $0.00   0   D    
Restricted Stock Units     (1) 2/2/2018     M         4719      (4)   (4) Common Stock   4719   $0.00   0   D    
Restricted Stock Units     (1) 2/2/2018     M         38210      (5)   (5) Common Stock   38210   $0.00   0   D    

Explanation of Responses:
(1)  Restricted stock units ("RSUs") convert into common stock on a one-for-one basis upon vesting.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.22 to $16.225 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 footnote (2) to this Form 4.
(3)  On March 3, 2015, the Reporting Person was granted 10,500 RSUs, vesting in three equal annual installments beginning on January 29, 2016.
(4)  On April 27, 2016, the Reporting Person was granted 4,719 RSUs, vesting in one annual installment on February 2, 2018.
(5)  On October 21, 2016, the Reporting Person was granted 42,105 RSUs, vesting in two annual installments beginning on January 27, 2017.

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


SVP, Microcontroller/Connect

Signatures
/s/ Pamela L. Tondreau, attorney-in-fact 2/6/2018
** 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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