Filing Details

Accession Number:
0001209191-16-140255
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-09-06 18:46:59
Reporting Period:
2016-09-01
Filing Date:
2016-09-06
Accepted Time:
2016-09-06 18:46:59
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
791915 Cypress Semiconductor Corp CY Semiconductors & Related Devices (3674) 942885898
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1181467 Raymond H Bingham 198 Champion Court
San Jose CA 95134
Executive Chairman Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-09-01 15,000 $5.05 55,276 No 4 M Direct
Common Stock Disposition 2016-09-01 15,000 $11.96 40,276 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Director Stock Option (right to buy) Disposition 2016-09-01 15,000 $0.00 15,000 $5.05
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
59,361 2013-04-02 2019-04-02 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 70,636 Indirect By limited partnership
Footnotes
  1. The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.
  2. The number of shares underlying this option and the exercise price thereof were adjusted as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc., whereby each share of Spansion common stock was cancelled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
  3. Represent shares held by the Reporting Person and by Bingham Investments, LP.
  4. The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.93 to $11.98 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 this footnote to this Form 4.
  5. Represent shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his voting and dispositive powers with respect to the shares.
  6. Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion Inc. common stock at the exercise price of $12.40 per share. This option represents a director's annual equity grant awarded to the Reporting Person upon his re-election to the board of directors of Spansion Inc. at Spansion's 2012 annual stockholders meeting.
  7. The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.