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

Role: VP, Cirrus Logic Internat
Signature: By: Gregory Scott Thomas attorney-in-fact For: Allan Hughes
Stock symbol: CRUS
Transactions as of: Nov 7, 2021
Transactions value $: -$192,552
Form type: 4
Date filed: 11/9/2021, 08:15 PM
Next filing: Feb 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CRUS	Common Stock	Options Exercise	$0	+961	+44.8%	$0.00	3.11K	Nov 7, 2021	Direct	F1
transaction	CRUS	Common Stock	Tax liability	-$36.4K	-462	-14.87%	$78.85	2.64K	Nov 7, 2021	Direct	F2
transaction	CRUS	Common Stock	Options Exercise	$0	+4.13K	+156.01%	$0.00	6.77K	Nov 7, 2021	Direct
transaction	CRUS	Common Stock	Tax liability	-$156K	-1.98K	-29.25%	$78.85	4.79K	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	-3.1K	-38.73%	$0.00	4.91K	Nov 7, 2021	Common Stock	3.1K		Direct	F3
transaction	CRUS	Restricted Stock Units	Options Exercise	$0	-4.13K	-38.12%	$0.00	6.7K	Nov 7, 2021	Common Stock	4.13K		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. Mr. Hughes?s target number of PBRSUs was 3,100, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore 961 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.