SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREYMAN BRUCE J

(Last) (First) (Middle)
5221 CALIFORNIA AVENUE

(Street)
IRVINE CA 92617

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SKYWORKS SOLUTIONS INC [ SWKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President - Operations
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/06/2007 A 22,500(1) A $0.00 71,343 D
Common Stock 11/07/2007 F 3,575 D $9.33 67,768 D
Common Stock 11/08/2007 F 3,575 D $8.44 64,193 D
Common Stock 3,269(2) I By 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (Right to Buy) $9.33 11/06/2007 A 45,000 (3) 11/06/2014 Common Stock 45,000 $0.00 45,000 D
Performance Rights $0.00 11/06/2007 A 75,000 (4) 11/06/2010 Common Stock 75,000 $0.00 75,000 D
Explanation of Responses:
1. Restricted stock granted under the Skyworks Solutions, Inc. 2005 Long-Term Incentive Plan. Stock vests over four (4) years in three (3) equal installments, beginning on 11/6/2009 and ending on 11/6/2011; provided, however, that if the percentage change in the price of Skyworks' common stock meets certain annual performance targets, 1/3 of the restricted shares could vest as early as 11/6/2008, and another 1/3 could vest as early as 11/6/2009, such that 100% of the grant could be vested by such date.
2. This total represents the number of shares of common stock held by the reporting person in the Skyworks Solutions, Inc. 401(k) plan. The information in this report is based on the latest plan statement dated 11/7/2007.
3. Stock option granted under the Company's 2005 Long-Term Incentive Plan. The stock option vests in four (4) equal installments, beginning on 11/6/2008 and ending on 11/6/2011.
4. Receipt of performance shares is tied to stock price appreciation thresholds measured over a three-year performance period ending on November 6, 2010. One third of the total performance shares will be earned upon each incremental 20% stock price appreciation from the 60-day trading average of the common stock immediately preceding the date of grant, such that 100% of the total performance shares will be earned upon stock price appreciation of at least 60% during the performance period. Continued service through the end of the performance period is required to earn the performance shares.
Remarks:
Robert J. Terry, Attorney-In-Fact 11/08/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

        The undersigned hereby constitutes and appoints each of David J.
Aldrich, Mark V.B. Tremallo and Robert J. Terry, signing individually, the
undersigned's true and lawful attorneys-in-fact and agents to:

        (1) execute for and on behalf of the undersigned, an officer, or holder
of 10% of more of a registered class of securities of Skyworks Solutions, Inc.
(the "Company"), Form 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder.

        (2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute such Form 3, 4, or 5;
complete and execute any amendment or amendments thereto; and timely file such
forms or amendments with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

        (3) take any other action of any nature whatsoever in connection with
the foregoing, which, in the opinion or such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the undersigned; it
being understood that the documents executed by such  attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-facts may approve in
such attorney-in-facts may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and performs any and every act and things whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally presents, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact, or (c) as to any
attorney-in-fact individually, upon such attorneys-in-fact's employment with
this Company being terminated.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7th day of November, 2007.


                                                       Bruce Freyman
                                                       Signature

                                                       Bruce Freyman
                                                       Printed Name