Edgar Filing: GRAY GERALD R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAY GERALD R

2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC INC [CRUS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr VP Operations

(Last)

(First)

(Middle)

2901 VIA FORTUNA

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2008

(Street)

AUSTIN, TX 78746

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 15.3

12/02/2008

25,000

08/15/2002⁽¹⁾

08/15/2011

Common Stock

25,000

$ 15.3

23,465

Non-Qualified Stock Option (right to buy)

$ 15.3

12/02/2008

25,000

08/15/2002⁽¹⁾

08/15/2011

Common Stock

25,000

$ 15.3

48,465

Non-Qualified Stock Option (right to buy)

$ 18.5

12/02/2008

16,033

07/12/2001⁽¹⁾

07/12/2010

Common Stock

16,033

$ 18.5

98,033

Non-Qualified Stock Option (right to buy)

$ 18.5

12/02/2008

65,967

07/12/2001⁽¹⁾

07/12/2010

Common Stock

65,967

$ 18.5

32,066

Non-Qualified Stock Option (right to buy)

$ 18.5

12/02/2008

65,967

07/12/2001⁽¹⁾

07/12/2010

Common Stock

65,967

$ 18.5

98,033

Non-Qualified Stock Option (right to buy)

$ 18.5

12/02/2008

16,033

07/12/2001⁽¹⁾

07/12/2010

Common Stock

16,033

$ 18.5

82,000

Non-Qualified Stock Option (right to buy)

$ 32.5625

12/02/2008

25,000

10/03/2001⁽¹⁾

10/03/2010

Common Stock

25,000

$ 32.5625

Non-Qualified Stock Option (right to buy)

$ 32.5625

12/02/2008

25,000

10/03/2001⁽¹⁾

10/03/2010

Common Stock

25,000

$ 32.5625

25,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAY GERALD R 2901 VIA FORTUNA AUSTIN, TX 78746			Sr VP Operations

Signatures

By: G. Scott Thomas Atty in Fact For: Gerald R. Gray		12/05/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported transactions involve amendment of outstanding options by extension of the exercise period for two years after the Reporting Person's 12/12/2008 resignation date, provided, however, that in no event shall any option be exercisable after the options original expiration date. Incentive stock options will convert to non-qualified stock options. All other provisions of the options remain unchanged.

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