*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 232806109
|
1.
|
NAMES OF REPORTING PERSONS
Three Bays Capital LP
|
|||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
|
|||||
3.
|
SEC USE ONLY
|
|||||
4.
|
SOURCE OF FUNDS*
OO
|
|||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
|
SOLE VOTING POWER:
22,862,774
|
|||
8.
|
|
SHARED VOTING POWER:
0
|
||||
9.
|
|
SOLE DISPOSITIVE POWER:
22,862,774
|
||||
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,862,774
|
|||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (1)
|
|||||
14.
|
TYPE OF REPORTING PERSON*
PN, IA
|
(1)
|
Based on 311,760,282 shares of common stock of Cypress Semiconductor Corporation (the “Issuer”) outstanding as of May 2, 2016, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2016.
|
CUSIP No. 232806109
|
1.
|
NAMES OF REPORTING PERSONS
TBC GP LLC
|
|||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
|
|||||
3.
|
SEC USE ONLY
|
|||||
4.
|
SOURCE OF FUNDS*
OO
|
|||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
|
SOLE VOTING POWER:
22,862,774
|
|||
8.
|
|
SHARED VOTING POWER:
0
|
||||
9.
|
|
SOLE DISPOSITIVE POWER:
22,862,774
|
||||
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,862,774
|
|||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (1)
|
|||||
14.
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 311,760,282 shares of common stock of the Issuer outstanding as of May 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 10, 2016.
|
CUSIP No. 232806109
|
1.
|
NAMES OF REPORTING PERSONS
TBC Master LP
|
|||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
|
|||||
3.
|
SEC USE ONLY
|
|||||
4.
|
SOURCE OF FUNDS*
WC
|
|||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
|
SOLE VOTING POWER:
22,862,774
|
|||
8.
|
|
SHARED VOTING POWER:
0
|
||||
9.
|
|
SOLE DISPOSITIVE POWER:
22,862,774
|
||||
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,862,774
|
|||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (1)
|
|||||
14.
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Based on 311,760,282 shares of common stock of the Issuer outstanding as of May 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 10, 2016.
|
CUSIP No. 232806109
|
1.
|
NAMES OF REPORTING PERSONS
TBC Partners GP LLC
|
|||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
|
|||||
3.
|
SEC USE ONLY
|
|||||
4.
|
SOURCE OF FUNDS*
OO
|
|||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
|
SOLE VOTING POWER:
22,862,774
|
|||
8.
|
|
SHARED VOTING POWER:
0
|
||||
9.
|
|
SOLE DISPOSITIVE POWER:
22,862,774
|
||||
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
||||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,862,774
|
|||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (1)
|
|||||
14.
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 311,760,282 shares of common stock of the Issuer outstanding as of May 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 10, 2016.
|
CUSIP No. 232806109
|
1.
|
NAMES OF REPORTING PERSONS
Matthew Sidman
|
|||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨
|
|||||
3.
|
SEC USE ONLY
|
|||||
4.
|
SOURCE OF FUNDS*
OO
|
|||||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
|||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
22,862,774
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
22,862,774
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,862,774
|
|||||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|||||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (1)
|
|||||
14.
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Based on 311,760,282 shares of common stock of the Issuer outstanding as of May 2, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 10, 2016.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
June 21, 2016
|
|
Date
|
|
THREE BAYS CAPITAL LP
|
|
By: TBC GP LLC, its General Partner
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
TBC GP LLC
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
TBC MASTER LP
|
|
By: TBC Partners GP LLC, its General Partner
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
TBC PARTNERS GP LLC
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
Martha Mensoian/General Counsel
|
|
Name/Title
|
|
MATTHEW SIDMAN
|
|
/s/ Martha Mensoian
|
|
Signature
|
|
Martha Mensoian/Authorized Signatory*
|
|
Name/Title
|