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: FLUKE BRADLEY J (VP & GM, MEMS Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-04	Common Stock	M	1804.0	$31.25	Acquired	1804	Direct
2016-11-04	Common Stock	S	1804.0	$54.65	Disposed	0	Direct
2016-11-04	Common Stock	M	800.0	$31.25	Acquired	800	Direct
2016-11-04	Common Stock	S	800.0	$54.65	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Incentive Stock Option (right to buy)	$31.25	M	800.0	Disposed	2025-11-04	Common Stock (800)	Direct
2016-11-02	Incentive Stock Option (right to buy)	$54.65	A	3733.0	Acquired	2026-11-02	Common Stock (3733)	Direct
2016-11-04	Non-Qualified Stock Option (right to buy)	$31.25	M	1804.0	Disposed	2025-11-04	Common Stock (1804)	Direct
2016-11-02	Non-Qualified Stock Option (right to buy)	$54.65	A	8767.0	Acquired	2026-11-02	Common Stock (8767)	Direct
2016-11-02	Performance Shares	$	A	3100.0	Acquired		Common Stock (3100)	Direct
2016-11-02	Restricted Stock Units	$	A	4125.0	Acquired		Common Stock (4125)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 04, 2016.

F2: The option vests on a 4-year schedule: 25% of the shares became exercisable on 11/04/2016; the remaining 75% of the shares will vest at a rate of 1/36th per month over the following 36 months so that the option will be fully vested and exercisable on 11/04/2019.

F3: 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.

F4: 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.

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 11/2/19, the 3-year anniversary of the grant date.