JoDee Benson - Nov 7, 2021 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
VP & Chief Culture Office
Signature
By: Gregory Scott Thomas attorney-in-fact For: Jo-Dee Benson
Stock symbol
CRUS
Transactions as of
Nov 7, 2021
Transactions value $
-$164,323
Form type
4
Date filed
11/9/2021, 08:12 PM
Previous filing
Sep 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Options Exercise $0 +992 +20.59% $0.00 5.81K Nov 7, 2021 Direct F1
transaction CRUS Common Stock Tax liability -$30.8K -391 -6.73% $78.85 5.42K Nov 7, 2021 Direct F2
transaction CRUS Common Stock Options Exercise $0 +4.3K +79.35% $0.00 9.72K Nov 7, 2021 Direct
transaction CRUS Common Stock Tax liability -$133K -1.69K -17.42% $78.85 8.03K Nov 7, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRUS Performance Shares Options Exercise $0 -3.2K -38.37% $0.00 5.14K Nov 7, 2021 Common Stock 3.2K Direct F3
transaction CRUS Restricted Stock Units Options Exercise $0 -4.3K -38.02% $0.00 7.01K Nov 7, 2021 Common Stock 4.3K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning November 7, 2018 and ending November 7, 2021. 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. Mrs. Benson?s target number of PBRSUs was 3,200, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore 992 shares of common stock vested.
F2 No shares were sold; these shares were withheld to satisfy tax withholding requirements.
F3 Each performance based RSU (PBRSU) represented the right to receive, following vesting, up to 200% of one share of Cirrus Logic, Inc. common stock. The resulting number of shares of common stock acquired upon vesting of the PBRSUs was contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on November 7, 2018 and ending November 7, 2021. The number of shares reported here represents the target amount. On November 7, 2021, 31% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations.
F4 Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on November 7, 2021, and the Company withheld sufficient shares for payment of required tax withholdings.
F5 Expiration Date of 11/07/21.