SEC Form 4 · accession 0001179110-16-032418
DTS, INC. · DTSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Blake Welcher
Officer — EVP Legal & Licensing Oper
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 5:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001226308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 1, 2016 | D | 8,461 | $42.50 | D | 21,680 | D | |
| Common StockF2 | Dec 1, 2016 | D | 21,680 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F3 | $27.68 | Dec 1, 2016 | D | 11,115 | D | — | Feb 11, 2025 | Common Stock | 11,115 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $23.99 | Dec 1, 2016 | D | 16,000 | D | — | Mar 5, 2017 | Common Stock | 16,000 | 0 | D |
| Stock Option (Right to Buy)F5,F6 | $22.45 | Dec 1, 2016 | D | 20,000 | D | — | Feb 19, 2018 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F7 | $15.71 | Dec 1, 2016 | D | 35,640 | D | — | Feb 17, 2019 | Common Stock | 35,640 | 0 | D |
| Stock Option (Right to Buy)F5,F8 | $26.26 | Dec 1, 2016 | D | 32,000 | D | — | Feb 18, 2020 | Common Stock | 32,000 | 0 | D |
| Stock Option (Right to Buy)F10,F9 | $46.35 | Dec 1, 2016 | D | 21,430 | D | — | Feb 15, 2021 | Common Stock | 21,430 | 0 | D |
| Stock Option (Right to Buy)F5,F11 | $27.49 | Dec 1, 2016 | D | 60,680 | D | — | Feb 15, 2022 | Common Stock | 60,680 | 0 | D |
| Stock Option (Right to Buy)F13,F12 | $20.48 | Dec 1, 2016 | D | 40,000 | D | — | Feb 14, 2023 | Common Stock | 40,000 | 0 | D |
| Stock Option (Right to Buy)F15,F14 | $20.37 | Dec 1, 2016 | D | 38,160 | D | — | Mar 13, 2024 | Common Stock | 38,160 | 0 | D |
| Performance-based Restricted Stock Units (Right to Buy)F17,F16 | $20.37 | Dec 1, 2016 | D | 1,426 | D | — | Mar 13, 2024 | Common Stock | 1,426 | 0 | D |
| Performance-based Restricted Stock Units (Right to Buy)F17,F18 | $27.68 | Dec 1, 2016 | D | 9,880 | D | — | Feb 11, 2025 | Common Stock | 9,880 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation ("Holdco"), Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger.
- F10This option was cancelled pursuant to the terms of the Merger Agreement, 21,430 options shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into options denominated in shares of common stock of Holdco.
- F11This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2013.
- F12This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
- F13Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 30,000 vested options were exchanged for a cash payment of $22.02 per option and (ii) 10,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
- F14This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014.
- F15Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 19,080 vested options were exchanged for a cash payment of $22.13 per option and (ii) 19,080 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
- F16These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2016 and the remaining 50% units vesting on February 15, 2017.
- F17These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
- F18These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% of the units vesting on February 15, 2017 and the remaining units vesting on February 15, 2018.
- F2The unvested restricted stock units held by the reporting person were cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Holdco.
- F3These restricted stock units vest in four equal annual installments beginning on February 15, 2016.
- F4This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008.
- F5This option was cancelled pursuant to the terms of the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options.
- F6This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.
- F7This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.
- F8This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.
- F9This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.