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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/3/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 772406 |
| Issuer Name: CIRRUS LOGIC, INC. |
| Issuer Trading Symbol: CRUS |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1273902 |
| | Owner Name: THOMAS SCOTT |
| Reporting Owner Address: |
| | Owner Street 1: 800 WEST 6TH STREET |
| | Owner Street 2: |
| | Owner City: AUSTIN |
| | Owner State: TX |
| | Owner ZIP Code: 78701 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Sr VP, General Counsel |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 949 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 21,503 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 232 |
| | | Transaction Price Per Share: |
| Value: 93.23 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 21,271 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,653 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 24,924 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 949 |
| | | Transaction Price Per Share: |
| Value: 93.23 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 23,975 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Shares |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,435 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 3/3/24 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,435 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,969 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 3/3/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,653 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 3/3/24 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,653 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,619 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: The number of performance based RSUs (PBRSUs) that vested was determined based on pre-established performance metrics over a three-year period beginning March 3, 2021, and ending March 3, 2024, 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. Thomas' target number of PBRSUs was 2,435, and Cirrus Logic's TSR for the three-year period resulted in a 39% payout percentage. Therefore, 949 shares of common stock vested. |
| Footnote - F2: No shares were sold; these shares were withheld to satisfy tax withholding requirements. |
| Footnote - 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 March 3, 2021, and ending on March 3, 2024. The number of shares reported here represents the target amount. On March 3, 2024, 39% of the target amount vested, and the Company withheld sufficient shares for payment of required tax obligations. |
| Footnote - F4: Each restricted stock unit was the economic equivalent of one share of common stock. The restricted stock unit vested on March 3, 2024, and the Company withheld sufficient shares for payment of required tax withholdings. |
| Footnote - F5: Expiration Date of 3/3/24. |
Remarks: |
Owner Signature: |
| Signature Name: Gregory Scott Thomas |
| Signature Date: 3/5/24 |