SEC FORM 4

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^*

Wadlington Mark

(Last)

(First)

(Middle)

2100 LOGIC DRIVE

(Street)

SAN JOSE

95124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XILINX INC [ XLNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2022		D		294	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	02/14/2022		D			6,246	04/10/2019⁽⁴⁾	04/10/2022	Common Stock	6,246	⁽²⁾	0	D
Restricted Stock Unit	⁽²⁾	02/14/2022		D			1,900	07/10/2020⁽⁴⁾	07/10/2023	Common Stock	1,900	⁽²⁾	0	D
Restricted Stock Unit	⁽²⁾	02/14/2022		D			950	07/10/2020⁽³⁾	07/10/2022	Common Stock	950	⁽²⁾	0	D
Restricted Stock Unit	⁽²⁾	02/14/2022		D			20,400	07/10/2021⁽⁴⁾	07/10/2024	Common Stock	20,400	⁽²⁾	0	D
Restricted Stock Unit	⁽²⁾	02/14/2022		D			5,554	07/10/2021⁽³⁾	07/10/2023	Common Stock	5,554	⁽²⁾	0	D
Restricted Stock Unit	⁽²⁾	02/14/2022		D			21,200	07/12/2022⁽⁴⁾	07/12/2025	Common Stock	21,200	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (Merger Agreement) between Issuer and Advanced Micro Devices, Inc. (AMD), dated as of October 26, 2020, each share of Issuer common stock was converted into the right to receive 1.7234 shares of AMD common stock.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock upon vesting of the unit, which, pursuant to the Merger Agreement, was converted into units representing the right to receive 1.7234 shares of AMD common stock subject to the same vesting and other terms and conditions.

3. Date Exercisable represents the initial vesting date of the units which, subject to continued employment through the applicable vesting date, vest in 3 substantially equal installments on each of the first 3 anniversaries of the award grant date through the Expiration Date.

4. Date Exercisable represents the initial vesting date of the units which, subject to continued employment through the applicable vesting date, vest in 4 substantially equal installments on each of the first 4 anniversaries of the award grant date through the Expiration Date.

	/s/ Steven C. Madrigal, Attorney-in-Fact for Mark Wadlington	02/16/2022
	** 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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SEC Form 4: Wadlington Mark returned 294 shares to the company, closing all direct ownership in the company