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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 03/12/2009 | M | 56,653 (3) | (3) | 05/11/2015 | Common Stock | 56,653 | $ 0 | 724,424 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Taffe Norman P 198 CHAMPION COURT SAN JOSE, CA 95134 |
Executive Vice President |
Norman Taffe | 03/16/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each unit represented a contingent right to receive a share of Cypress Semiconductor Corp. Common Stock. Represents settlement of 2008 performance grant previously reported on Form 4 dated 5/11/2007. |
(2) | The amount reported in this Form 4 represents shares withheld to comply with tax withholding requirements due to the settlement of performance grant milestones under the performance grant previously reported on Form 4 dated 5/11/2007. |
(3) | As reported in Form 4 dated 5/11/2007, Mr. Taffe was granted 1,416,325 Performance RSUs that could result in 0 to 283,265 Performance RSUs being earned annually by Mr. Taffe based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the maximum amount that Mr. Taffe is eligble to earn for 2009 on the achievement of a performance miletone related to the Company's Common Stock appreciation as compared to the SOXX Index. Mr. Taffe is eligible to earn the remaining Performance RSUs upon the achievement of other performance milestones set by the Company's Compensation Committee. If performance milestones set for a given period are not achieved, the targeted shares associated with that milestone are forfeited and are not able to be earned in a future period. |
(4) | Under the terms of the resolution of the Board of Directors, all options, RSUs and RSAs outstanding on September 29, 2008 were adjusted due to the spinoff of SunPower by a conversion ratio of 4.12022 per share. |