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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
El-Khoury Hassane

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

(Street)
SAN JOSE CA 95134

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2020
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 04/16/2020 D 671,989 D $23.85(1) 0 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 (2) 04/16/2020 D 32,198 (3) (3) Common Stock 32,198 $23.85(4) 0 D
Restricted Stock Units (2) 04/16/2020 D 73,134 (5) (5) Common Stock 73,134 $23.85(4) 0 D
Restricted Stock Units (2) 04/16/2020 D 233,867 (6) (6) Common Stock 233,867 $23.85(4) 0 D
Explanation of Responses:
1. On April 16, 2020 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of June 3, 2019 (the "Merger Agreement"), by and among Cypress Semiconductor Corporation (the "Issuer"), Infineon Technologies AG ("Infineon") and IFX Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer as the surviving entity and a wholly owned subsidiary of Infineon. Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock ("Common Stock") was converted into the right to receive $23.85 per share in cash (the "Per Share Merger Consideration"), without interest.
2. Restricted stock units convert into common stock on a one-for-one basis upon settlement.
3. On February 16, 2018, the Reporting Person was granted 96,594 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.
4. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of restricted stock units subject to such award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration. Such payment is to be made at the times and subject to any vesting and acceleration conditions set forth in the Merger Agreement.
5. On February 15, 2019, the Reporting Person was granted 146,268 restricted stock units, with approximately 50% of the units vesting on the first anniversary of the grant date and the remainder of the units vesting in equal installments on the second and third anniversaries of the grant date.
6. On March 1, 2020, the Reporting Person was granted 233,867 restricted stock units that vest in three equal annual installments beginning on February 14, 2021.
Remarks:
/s/ Pamela L. Tondreau, attorney-in-fact 04/17/2020
** 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.