SEC Form 4 · accession 0001179110-16-032423

DTS, INC. · DTSI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian Towne

Officer — EVP & President Asia Pacific

Period of report

Dec 1, 2016

Accepted (ET)

Dec 5, 2016 · 5:46 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 Stock^F1,F2	Dec 1, 2016	D	42,822	$42.50	D	24,865	D
Common Stock^F3	Dec 1, 2016	D	24,865	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit^F3,F4	$27.68	Dec 1, 2016	D	13,343	D	—	Feb 11, 2025	Common Stock	13,343	D
Stock Option (Right to Buy)^F6,F5	$23.99	Dec 1, 2016	D	8,000	D	—	Mar 5, 2017	Common Stock	8,000	D
Stock Option (Right to Buy)^F6,F7	$22.45	Dec 1, 2016	D	30,000	D	—	Feb 19, 2018	Common Stock	30,000	D
Stock Option (Right to Buy)^F6,F8	$15.71	Dec 1, 2016	D	33,750	D	—	Feb 17, 2019	Common Stock	33,750	D
Stock Option (Right to Buy)^F6,F9	$26.26	Dec 1, 2016	D	40,000	D	—	Feb 18, 2020	Common Stock	40,000	D
Stock Option (Right to Buy)^F11,F10	$46.35	Dec 1, 2016	D	21,820	D	—	Feb 15, 2021	Common Stock	21,820	D
Stock Option (Right to Buy)^F6,F12	$27.49	Dec 1, 2016	D	61,020	D	—	Feb 15, 2022	Common Stock	61,020	D
Stock Option (Right to Buy)^F14,F13	$20.48	Dec 1, 2016	D	60,000	D	—	Feb 14, 2023	Common Stock	60,000	D
Stock Option (Right to Buy)^F16,F15	$20.37	Dec 1, 2016	D	44,900	D	—	Mar 13, 2024	Common Stock	44,900	D
Performance-based Restricted Stock Units (Right to Buy)^F18,F17	$20.37	Dec 1, 2016	D	4,802	D	—	Mar 13, 2024	Common Stock	4,802	D
Performance-based Restricted Stock Units (Right to Buy)^F18,F19	$27.68	Dec 1, 2016	D	11,860	D	—	Feb 11, 2025	Common Stock	11,860	D
Performance-based Restricted Stock Units (Right to Buy)^F18,F20	$22.04	Dec 1, 2016	D	17,010	D	—	Feb 11, 2026	Common Stock	17,010	D

Explanation of responses

F1These shares include 862 and 139 shares acquired under the issuer's employee stock purchase plan on May 13, 2016 and November 14, 2016, respectively.
F10This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.
F11This option was cancelled pursuant to the terms of the Merger Agreement, 21,820 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.
F12This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
F13This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
F14Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 45,000 vested options were exchanged for a cash payment of $22.02 per option and (ii) 15,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
F15This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014.
F16Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 22,450 vested options were exchanged for a cash payment of $22.13 per option and (ii) 22,450 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
F17These 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.
F18These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
F19These 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.
F2Disposed 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.
F20These 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, 2018 and the remaining 50% units vesting on February 15, 2019.
F3The 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.
F4These restricted stock units vest in four equal annual installments beginning on February 15, 2016.
F5This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008.
F6This 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.
F7This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.
F8This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.
F9This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.