CIRRUS LOGIC, INC. — Director's Dealing 2021

Nov 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIRRUS LOGIC, INC. (CRUS)
CIK: 0000772406
Period of Report: 2021-11-07

Reporting Person: Baumgartner Jeffrey W (VP, R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-07	Common Stock	M	961	$0.0	Acquired	961	Direct
2021-11-07	Common Stock	F	379	$78.85	Disposed	582	Direct
2021-11-07	Common Stock	M	4125	$0.0	Acquired	4707	Direct
2021-11-07	Common Stock	F	1624	$78.85	Disposed	3083	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-07	Performance Shares	$	M	3100	Disposed		Common Stock (3100)	Direct
2021-11-07	Restricted Stock Units	$	M	4125	Disposed		Common Stock (4125)	Direct

Footnotes

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 7, 2018 and ending November 7, 2021. 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 3,100, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore 961 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 was 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 7, 2018 and ending November 7, 2021. The number of shares reported here represents the target amount. On November 7, 2021, 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 7, 2021, and the Company withheld sufficient shares for payment of required tax withholdings.

F5: Expiration Date of 11/07/21.