Statement of Changes in Beneficial Ownership (4)
December 03 2021 - 5:22PM
Edgar (US Regulatory)
FORM 4
[X]
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
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1. Name and Address of Reporting Person
*
Chen Tali |
2. Issuer Name and Ticker or Trading Symbol
DSP GROUP INC /DE/
[
DSPG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer |
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(Last)
(First)
(Middle)
2055 GATEWAY PLACE, SUITE 480 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2021 |
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(Street)
SAN JOSE, CA 95110
(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 | 12/2/2021 | | D | | 54245 (1) | D | $22 (1) | 0 | D | |
| Common Stock | 12/2/2021 | | D | | 15074 (2) | D | $22 | 0 | D | |
| Common Stock | 12/2/2021 | | D | | 92053 (3) | D | $22 | 0 | D | |
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) | 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 |
| Stock Appreciation Right | $10.15 | 12/2/2021 | | M | | | 10000 | (4) | 2/5/2025 | Common Stock | 10000 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | The amount reported represents the number of shares of Issuer common stock subject to the Issuer Restricted Stock Unit ("RSU") awards held by Ms. Chen, each of which will be accelerated, fully vested and canceled as of immediately prior to the Effective Time of the merger upon a qualifying termination in exchange for an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Issuer common stock subject to the Issuer RSU award by (2) the merger consideration of $22.00 per share. |
| (2) | Represents 15,074 shares outstanding. |
| (3) | Represents 92,053 vested RSUs. |
| (4) | 25% of the SARs vest upon the one-year anniversary of the grant date, and an additional 6.25% of the SARS vest at the end of each calendar quarter thereafter. This SAR is being canceled as of immediately prior to the Effective Time of the Merger in exchange for an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Issuer common stock subject to the SAR award by (2) the difference between the base price of the SAR and the merger consideration of $22.00 per share. |
Remarks:
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated August 30, 2021, by and among DSP Group, Inc., a Delaware corporation (the "Issuer"), Synaptics Incorporated, a Delaware corporation ("Parent"), and Osprey Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of the Parent (the "Merger"). A copy of the Merger Agreement is included as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 30, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chen Tali
2055 GATEWAY PLACE, SUITE 480
SAN JOSE, CA 95110 |
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| Chief Business Officer |
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Signatures
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| /s/ Tali Chen | | 12/3/2021 |
| **Signature of Reporting Person | Date |
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