Jeffrey W. Baumgartner - Nov 6, 2022 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
VP, R&D
Signature
By: Gregory Scott Thomas attorney-in-fact For: Jeffrey Baumgartner
Stock symbol
CRUS
Transactions as of
Nov 6, 2022
Transactions value $
-$134,720
Form type
4
Date filed
11/8/2022, 03:14 PM
Previous filing
Mar 3, 2022
Next filing
Feb 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Options Exercise $0 +992 +32.18% $0.00 4.08K Nov 6, 2022 Direct F1
transaction CRUS Common Stock Tax liability -$26.8K -391 -9.6% $68.56 3.68K Nov 6, 2022 Direct F2
transaction CRUS Common Stock Options Exercise $0 +4K +108.58% $0.00 7.68K Nov 6, 2022 Direct
transaction CRUS Common Stock Tax liability -$108K -1.57K -20.48% $68.56 6.11K Nov 6, 2022 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 -36.3% $0.00 5.62K Nov 6, 2022 Common Stock 3.2K Direct F3
transaction CRUS Restricted Stock Units Options Exercise $0 -4K -34.05% $0.00 7.75K Nov 6, 2022 Common Stock 4K 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 6, 2019 and ending November 6, 2022. 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. Baumgartner'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 is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Human Resources Committee, over a three-year performance period beginning on November 6, 2019, and ending on November 6, 2022. The number of shares reported here represents the target amount. On November 6, 2022, 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 6, 2022, and the Company withheld sufficient shares for payment of required tax withholdings.
F5 Expiration Date of 11/6/22.