Item 3.03 Material Modification to Rights of Security Holders.

On January 29, 2013, the Board of Directors of Cree, Inc., a North Carolina corporation (the "Company"), approved, and the Company entered into, an amendment (the "Amendment") to its Amended and Restated Rights Agreement, amended and restated as of April 24, 2012 (the "Amended and Restated Rights Agreement") with American Stock Transfer & Trust Company, LLC, as rights agent. The sole purpose of the Amendment is to revise the expiration date of the preferred stock purchase rights described therein from September 30, 2018 to April 24, 2017.

The foregoing summary of the revisions reflected in the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description Exhibit 4.1 Amendment No. 1 to Amended and Restated Rights Agreement, dated as of January 29, 2013

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