FORM 4 [X] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * El-Khoury Hassane 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
(Last)         (First)         (Middle)
198 CHAMPION COURT
3. Date of Earliest Transaction (MM/DD/YYYY)
4/16/2020
(Street)
SAN JOSE, CA 95134
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  4/16/2020    D    671989  D $23.85 (1) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 4/16/2020    D        32198    (3)  (3) Common Stock  32198  $23.85 (4) 0  D   
Restricted Stock Units   (2) 4/16/2020    D        73134    (5)  (5) Common Stock  73134  $23.85 (4) 0  D   
Restricted Stock Units   (2) 4/16/2020    D        233867    (6)  (6) Common Stock  233867  $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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
El-Khoury Hassane
198 CHAMPION COURT
SAN JOSE, CA 95134
X
President & CEO

Signatures
/s/ Pamela L. Tondreau, attorney-in-fact 4/17/2020
**Signature of Reporting Person Date
Cypress Semiconductor (NASDAQ:CY)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more Cypress Semiconductor Charts.
Cypress Semiconductor (NASDAQ:CY)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more Cypress Semiconductor Charts.