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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wendelken Roger
2. Issuer Name and Ticker or Trading Symbol

INTERSIL CORP/DE [ ISIL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Worldwide Sales
(Last)          (First)          (Middle)

C/O INTERSIL CORPORATION, 1001 MURPHY RANCH ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2016
(Street)

MILPITAS, CA 95035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/20/2016     M    22500   A $0   93441.09   D    
Common Stock   12/20/2016     F    11432   D $22.29   82009.09   D    
Common Stock   12/20/2016     M    7500   A $0   89509.09   D    
Common Stock   12/20/2016     F    3914   D $22.29   85595.09   D    
Common Stock   12/20/2016     M    7341   A $0   92936.09   D    
Common Stock   12/20/2016     F    3831   D $22.29   89105.09   D    
Common Stock   12/20/2016     M    7308   A $0   96413.09   D    
Common Stock   12/20/2016     F    3814   D $22.29   92599.09   D    
Common Stock   12/20/2016     M    56730   (7) A $0   149329.09   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Deferred Stock Units Award (DSUs)   $0   12/20/2016     M         22500      (1)   (2) Common Stock   22500   (3) $0   0   D    
Deferred Stock Units Award (DSUs)   $0   12/20/2016     M         7500      (4)   (2) Common Stock   7500   (3) $0   7500   D    
Deferred Stock Units Award (DSUs)   $0   12/20/2016     M         7341      (4)   (2) Common Stock   7341   (3) $0   14682   D    
Deferred Stock Units Award (DSUs)   $0   12/20/2016     M         7308      (4)   (2) Common Stock   7308   (3) $0   21924   D    
Performance-Based Market Stock Units Award (MSUs)   (6) $0   12/20/2016     M         31000      (5)   (2) Common Stock   56730   (3) (7) $0   2635   (7) D    

Explanation of Responses:
( 1)  This equity award was originally scheduled to become fully vested on November 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this award to be effective as of December 20, 2016.
( 2)  Not applicable.
( 3)  Reflects the receipt of Common Stock upon the vesting of DSUs. Each DSU has the economic equivalent of one share of Intersil Common Stock.
( 4)  This equity award vests 25% annually. The next tranche of this award was scheduled to vest on April 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this tranche of this award to be effective as of December 20, 2016.
( 5)  The award was originally scheduled to become fully vested on April 1, 2017; however, the Compensation Committee of the Board of Directors approved the acceleration of this award to be effective as of December 20, 2016.
( 6)  The Compensation Committee of the Board of Directors approved the conversion of a portion of this MSU award to a performance-based restricted stock award effective as of December 20, 2016.
( 7)  This MSU has been amended effective as of December 20, 2016 by the Compensation Committee of the Board of Directors of Intersil with the approval of the Board of Directors of Intersil to (i) convert 56,730 of the maximum potential amount of MSUs under the award of 62,000 MSUs into a performance-based restricted stock award for up to 56,730 shares of Intersil Common Stock, which amount upon vesting may be as low as 0 shares and as high as 56,730 shares, depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors; and (ii) to reduce the potential number of MSUs under the award from a maximum potential amount of 62,000 MSUs to 5,270 MSUs, which amount upon vesting may be as low as 0 shares and as high as 5,270 shares (with a midpoint of 2,635 shares), depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wendelken Roger
C/O INTERSIL CORPORATION
1001 MURPHY RANCH ROAD
MILPITAS, CA 95035


SVP, Worldwide Sales

Signatures
Debbie Ceraolo-Johnson by Power of Attorney 12/22/2016
** 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 control number.
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