- Statement of Changes in Beneficial Ownership (4)
2010年11月11日 - 10:55AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ALDRICH DAVID J
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2. Issuer Name
and
Ticker or Trading Symbol
SKYWORKS SOLUTIONS INC
[
SWKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
20 SYLVAN ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/8/2010
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(Street)
WOBURN, MA 01801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/8/2010
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F
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62625
(1)
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D
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$23.87
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437875
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D
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Common Stock
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11/8/2010
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M
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150000
(2)
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A
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(2)
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587875
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D
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Common Stock
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11/8/2010
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F
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62625
(3)
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D
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$23.87
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525250
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D
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Common Stock
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11/8/2010
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M
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75000
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A
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$12.65
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600250
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D
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Common Stock
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11/8/2010
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S
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75000
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D
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$23.76
(4)
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525250
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D
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Common Stock
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11/8/2010
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M
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65000
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A
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$13.563
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590250
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D
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Common Stock
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11/8/2010
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S
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65000
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D
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$23.76
(4)
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525250
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D
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Common Stock
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11/8/2010
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S
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129414
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D
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$23.76
(4)
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395836
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D
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Common Stock
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11/10/2010
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S
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75000
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D
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$23.71
(5)
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320836
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D
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Common Stock
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11/10/2010
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A
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85000
(6)
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A
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$0.00
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405836
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D
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Common Stock
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11/10/2010
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F
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35488
(7)
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D
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$23.80
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370348
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D
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Common Stock
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17263
(8)
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I
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By 401(k) plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Rights
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(2)
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11/8/2010
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M
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150000
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(2)
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11/6/2010
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Common Stock
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150000
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(2)
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150000
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D
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Employee Stock Option (Right to Buy)
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$12.65
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11/8/2010
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M
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75000
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(9)
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4/25/2012
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Common Stock
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75000
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$0.00
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100000
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D
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Employee Stock Option (Right to Buy)
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$13.563
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11/8/2010
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M
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65000
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(10)
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4/4/2011
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Common Stock
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65000
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Transfer of common stock to Skyworks of the number of common shares determined to be sufficient to satisfy tax withholding obligations incurred as a result of the vesting of an award of 150,000 shares of restricted common stock that had been granted to the reporting person under the Skyworks 2005 Long Term Incentive Plan on 6/10/09.
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(
2)
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Receipt of shares underlying performance rights was based on a comparison of (x) the change in Skyworks' common stock price to (y) the change in the price of the common stock of companies in a peer group over a three year period. The change in price of each company's common stock was determined by comparing its average stock price for the 90 day period beginning 11/6/07 to its average stock price for the 90 day period ending 11/6/10. Because Skyworks determined that the percentage change in Skyworks' stock price during the periods mentioned in the previous sentence exceeded the 70th percentile of the peer group, both the "target" metric under the performance rights covering 150,000 shares and the "stretch" metric under the performance rights covering another 150,000 shares were deemed to have been met. The reporting person received 150,000 of such shares on 11/8/10 and, will receive the remaining 150,000 of such shares on 11/7/11, so long as he remains employed with Skyworks.
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(
3)
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Transfer of common stock to the issuer of the number of shares determined to be sufficient to satisfy tax withholding obligations incurred as a result of the settlement of the Performance Rights discussed in the previous footnote and the resulting issuance of 150,000 shares of common stock to the reporting person on 11/8/10.
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(
4)
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This price reflects the average selling price of the shares sold. Actual sale prices ranged from $23.61 per share to $23.91.
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(
5)
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This price reflects the average selling price of the shares sold. Actual sale prices ranged from $23.70 per share to $23.76.
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(
6)
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Represents 85,000 shares of common stock issued to the Reporting Person pursuant to a performance share award dated November 10, 2009. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by Skyworks of certain pre-established performance metrics for fiscal year 2010.
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(
7)
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Transfer to Skyworks of the number of shares of common stock determined to be sufficient to satisfy tax withholding obligations related to the settlement of the performance share award discussed in the previous footnote and the resulting issuance of 85,000 shares of common stock on 11/10/10.
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(
8)
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This total represents the number of shares of common stock held by the Reporting Person in the Skyworks 401(k) plan as of the most recent practicable date. The information in this report is based on the latest plan statement dated 11/9/10.
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(
9)
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This stock option vested in four (4) equal installments, beginning on 4/25/03 and ending on 4/25/06.
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(
10)
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This stock option vested in four (4) equal installments, beginning on 4/1/02 and ending on 4/1/05.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ALDRICH DAVID J
20 SYLVAN ROAD
WOBURN, MA 01801
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X
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President and CEO
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Signatures
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/s/ Robert J. Terry, attorney-in-fact
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11/10/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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