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*
ALDRICH DAVID J

(Last) (First) (Middle)
20 SYLVAN ROAD

(Street)
WOBURN MA 01801

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018
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 11/12/2018 A 9,225(1) A $0.00 157,109 D
Common Stock 11/12/2018 F 4,119(2) D $72.84 152,990 D
Common Stock 11/12/2018 A 62,580(3) A $0.00 215,570 D
Common Stock 11/12/2018 F 27,942(2) D $72.84 187,628 D
Common Stock 11/12/2018 M 10,429 A (4) 198,057 D
Common Stock 11/12/2018 F 4,659(2) D $72.84 193,398 D
Common Stock 11/12/2018 M 13,600 A (4) 206,998 D
Common Stock 11/12/2018 F 6,076(2) D $72.84 200,922 D
Common Stock 19,961(5) 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
Restricted Stock Units (4) 11/12/2018 M 10,429 (6) (6) Common Stock 10,429 $0.00 0 D
Restricted Stock Units (4) 11/12/2018 M 13,600 (7) (7) Common Stock 13,600 $0.00 0 D
Explanation of Responses:
1. Represents 9,225 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2015. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2016. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018.
2. Transfer of stock to the Issuer of the number of common shares determined to be sufficient to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person.
3. Represents 62,580 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2016. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2017. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018 and 11/9/2019.
4. Restricted stock units convert into shares of common stock on a one-for-one basis.
5. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2018.
6. The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/9/2017 and ending on 11/9/2020. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018, 11/9/2019, and 11/9/2020.
7. The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/7/2018 and ending on 11/7/2021. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/7/2018, 11/7/2019, 11/7/2020, and 11/7/2021, in each case prorated for the number of days during which the Reporting Person performed services for the Issuer during fiscal year 2018 prior to his cessation of employment.
Remarks:
Daniel L. Ricks, as Attorney-In-Fact for David J. Aldrich 11/14/2018
** 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).
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