Edgar Filing: CYPRESS SEMICONDUCTOR CORP /DE/

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ramanathan Dinesh

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)
Exec.V.P.,DCD Administration

(Last)

(First)

(Middle)

198 CHAMPION COURT

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2007

(Street)

SAN JOSE, CA 95134

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

05/11/2007

62,500 ⁽¹⁾

01/01/2008

05/11/2015

Common Stock

62,500

$ 0

201,000 ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ramanathan Dinesh 198 CHAMPION COURT SAN JOSE, CA 95134			Exec.V.P.,DCD Administration

Signatures

Dinesh Ramanathan		05/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Mr.Ramanathan was granted a performance-based RSU award that could result in 0 to 312,500 RSUs being earned by Mr.Ramanathan ratably over the next 5 years based on the Company's achievement certain performance based milestones as set by the Company's Compensation Committee each year. The amount reported on this Form 4 reflects maximum number of the 312,500 RSUs Mr.Ramanathan is eligible to earn in 2007. Zero to 50,000 of the RSUs for 2007 will vest based on the Company's achievement of certain operating income targets. Vesting of the remaining 12,500 RSUs is based on the achievement of a performance milestone related to the Company's commno stock appreciation as compared to the SOXX Index. If the performance milestone set for a given annual period is not achieved, the targeted shares associated with that milestone are forfeited and not able to be earned in a future period. All earned and vested RSUs will be settled in shares of common stock, on a one share for one-unit basis.
(2)	Reflects 138,500 options to purchase common stock and 62,500 RSUs held by Mr. Ramanathan following reported transaction.
(3)	Each earned RSU will vest upon confirmation of the achievement of the applicable performance milestone.

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