SEC Form 4 · accession 0001179110-16-032429
DTS, INC. · DTSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Doohan
Officer — EVP & Chief Marketing Officer
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 5:55 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,F2 | Dec 1, 2016 | D | 4,087 | $42.50 | D | 14,900 | D | |
| Common StockF3 | Dec 1, 2016 | D | 14,900 | — | 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 UnitF3,F4 | $27.68 | Dec 1, 2016 | D | 5,190 | D | — | Feb 11, 2025 | Common Stock | 5,190 | 0 | D |
| Stock Option (Right to Buy)F6,F5 | $22.55 | Dec 1, 2016 | D | 33,000 | D | — | Jan 21, 2024 | Common Stock | 33,000 | 0 | D |
| Performance-based Restricted Stock Units (Right to Buy)F8,F7 | $27.68 | Dec 1, 2016 | D | 4,610 | D | — | Feb 11, 2025 | Common Stock | 4,610 | 0 | D |
| Performance-based Restricted Stock Units (Right to Buy)F8,F9 | $22.04 | Dec 1, 2016 | D | 9,400 | D | — | Feb 11, 2026 | Common Stock | 9,400 | 0 | D |
Explanation of responses
- F1These shares include 1,467 shares acquired under the issuer's employee stock purchase plan on May 13, 2016.
- 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.
- 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 January 21, 2015.
- F6Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 11,000 vested options were exchanged for a cash payment of $19.95 per option and (ii) 22,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
- F7These 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, in each case assuming the performance goals are achieved.
- F8These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
- F9These 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, in each case assuming the performance goals are achieved.