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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 | ||||||||
Performance Shares | (3) | 10/01/2017 | M | 35,000 | 10/01/2017 | (3) | Common Stock | 35,000 | $ 0 | 51,328 | D | ||||
Restricted Stock Units | (4) | 10/01/2017 | M | 35,000 | 10/01/2017 | (5) | Common Stock | 35,000 | $ 0 | 66,667 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rhode Jason P 800 WEST 6TH STREET AUSTIN, TX 78701 |
X | President & CEO |
By: Gregory Scott Thomas attorney-in-fact For: Jason P. Rhode | 10/03/2017 | |
**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) | No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
(2) | The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning October 1, 2014 and ending October 1, 2017, as approved by the Company's Compensation Committee. A total shareholder return (TSR) measurement was made relative to the component companies of the Philadelphia Semiconductor Index, which determined a payout percentage ranging between 0-200%. The payout percentage was then multiplied by a target number of PBRSUs. Dr. Rhode's target number of PBRSUs was 35,000, and Cirrus Logic's TSR for the three-year period resulted in a 200% payout percentage. Therefore 70,000 shares of common stock vested. |
(3) | Each performance based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock, and the Company withheld sufficient shares for payment of required tax withholdings |
(4) | Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on October 1, 2017, and the Company withheld sufficient shares for payment of required tax withholdings. |
(5) | Expiration date of 10/01/17 |