CIRRUS LOGIC, INC. — Director's Dealing 2022

Nov 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIRRUS LOGIC, INC. (CRUS)
CIK: 0000772406
Period of Report: 2022-11-06

Reporting Person: Forsyth John (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-06	Common Stock	M	992	—	Acquired	21099	Direct
2022-11-06	Common Stock	F	391	$68.56	Disposed	20708	Direct
2022-11-06	Common Stock	M	4000	—	Acquired	24708	Direct
2022-11-06	Common Stock	F	1574	$68.56	Disposed	23134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-06	Performance Shares	$	M	3200	Disposed		Common Stock (3200.0)	Direct
2022-11-06	Restricted Stock Units	$	M	4000	Disposed		Common Stock (4000.0)	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 6, 2019 and ending November 6, 2022. 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. Forsyth's target number of PBRSUs was 3,200, and Cirrus Logic's TSR for the three-year period resulted in a 31% payout percentage. Therefore, 992 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 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 November 6, 2019, and ending on November 6, 2022. The number of shares reported here represents the target amount. On November 6, 2022, 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 6, 2022, and the Company withheld sufficient shares for payment of required tax withholdings.

F5: Expiration Date of 11/6/22.