CIRRUS LOGIC, INC. — Director's Dealing 2016

Nov 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIRRUS LOGIC INC (CRUS)
CIK: 0000772406
Period of Report: 2016-11-02

Reporting Person: THOMAS SCOTT (VP General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-04	Common Stock	S	14169.0	$55.0042	Disposed	19110	Direct
2016-11-04	Common Stock	M	6153.0	$16.25	Acquired	25263	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Incentive Stock Option (right to buy)	$16.25	M	6153.0	Disposed	2020-10-06	Common Stock (6153)	Direct
2016-11-02	Incentive Stock Option (right to buy)	$54.65	A	3239.0	Acquired	2026-11-02	Common Stock (3239)	Direct
2016-11-02	Non-Qualified Stock Option (right to buy)	$54.65	A	10261.0	Acquired	2026-11-02	Common Stock (10261)	Direct
2016-11-02	Performance Shares	$	A	3400.0	Acquired		Common Stock (3400)	Direct
2016-11-02	Restricted Stock Units	$	A	4500.0	Acquired		Common Stock (4500)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 9, 2016.

F2: The price reported in Table I - Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.31 to $55.20. The reporting person will provide full information regarding the number of shares bought as each separate price within the ranges set forth in this footnote to any security holder of Cirrus Logic, Inc. or the staff of the SEC upon request.

F3: Only vested shares can be exercised under this option. 25% of the shares will vest on 10/6/11; the remaining shares will vest monthly over the following 36 months so that the option will be fully vested and exercisable on 10/6/14.

F4: Only vested shares can be exercised under this option. 25% of the shares will vest on 11/2/17; the remaining shares will vest monthly over the following 36 months so that the option will be fully vested and exercisable on 11/2/20.

F5: Each Performance-based Restricted Stock Unit ("RSU's") 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 performance-based RSU's 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 November 2, 2016, and ending on November 2, 2019.

F6: Each restricted stock unit represents a contingent right to receive one share of Cirrus Logic common stock.

F7: 100% of the restricted stock units will vest on 11/2/19, the 3-year anniversary of the grant date.