Andrew Brannan - Feb 7, 2024 Form 4 Insider Report for CIRRUS LOGIC, INC. (CRUS)

Role
VP, Worldwide Sales
Signature
By: Gregory Scott Thomas attorney-in-fact For: Andrew Brannan
Stock symbol
CRUS
Transactions as of
Feb 7, 2024
Transactions value $
-$367,193
Form type
4
Date filed
2/9/2024, 05:33 PM
Previous filing
Aug 31, 2023
Next filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRUS Common Stock Sale -$45K -500 -7.63% $90.01 6.06K Feb 7, 2024 Direct F1
transaction CRUS Common Stock Options Exercise $124K +3K +49.55% $41.49 9.06K Feb 7, 2024 Direct F1
transaction CRUS Common Stock Sale -$276K -3K -33.13% $92.00 6.06K Feb 7, 2024 Direct F1
transaction CRUS Common Stock Options Exercise $135K +3.25K +53.67% $41.49 9.31K Feb 8, 2024 Direct F1
transaction CRUS Common Stock Sale -$306K -3.25K -34.93% $94.00 6.06K Feb 8, 2024 Direct F1

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 Non-Qualified Stock Option (right to buy) Options Exercise $0 -3K -48% $0.00 3.25K Feb 7, 2024 Common Stock 3K $41.49 Direct F1, F2
transaction CRUS Non-Qualified Stock Option (right to buy) Options Exercise $0 -3.25K -100% $0.00* 0 Feb 8, 2024 Common Stock 3.25K $41.49 Direct F1, F2
transaction CRUS Non-Qualified Stock Option (right to buy) Award $0 +7.55K $0.00 7.55K Feb 8, 2024 Common Stock 7.55K $93.24 Direct F3
transaction CRUS Performance Shares Award $0 +2.12K +32.31% $0.00 8.69K Feb 8, 2024 Common Stock 2.12K Direct F4
transaction CRUS Restricted Stock Units Award $0 +3.22K +35.6% $0.00 12.3K Feb 8, 2024 Common Stock 3.22K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on May 26, 2023.
F2 Only vested shares can be exercised under this option. 25% of the shares vested on 11/7/19; the remaining shares vested monthly over the following 36 months so that the option were fully vested and exercisable on 11/7/22.
F3 Only vested shares can be exercised under this option. 25% of the shares will vest annually so that the option will be fully vested and exercisable on 02/08/28.
F4 Each Performance-based Restricted Stock Unit (PBRSU) represents 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 Committee, over a three-year performance period beginning on February 8, 2024, and ending on February 8, 2027.
F5 Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.
F6 100% of the restricted stock units will vest on 2/8/27, the 3-year anniversary of the grant date.