SEC Form 4/A · accession 0001437749-15-016182
DSP GROUP INC /DE/ · DSPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David Dahan
Officer — VP and COO
Period of report
Aug 10, 2015
Accepted (ET)
Aug 19, 2015 · 5:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000915778
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 10, 2015 | M | 1,063 | — | A | 18,917 | D | |
| Common Stock | Aug 13, 2015 | M | 3,750 | $6.16 | A | 22,667 | D | |
| Common StockF3 | Aug 13, 2015 | D | 2,587 | $8.93 | D | 20,080 | D | |
| Common Stock | Aug 13, 2015 | S | 1,163 | $9.00 | D | 18,917 | D | |
| Common StockF5 | Aug 13, 2015 | S | 6,335 | $9.07 | D | 12,582 | D | |
| Common StockF6 | Aug 14, 2015 | M | 15,000 | — | A | 27,582 | D | |
| Common StockF7 | Aug 14, 2015 | S | 7,626 | $9.04 | D | 19,956 | D | |
| Common StockF8 | Aug 14, 2015 | S | 4,527 | $9.09 | D | 15,429 | 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 UnitF1 | — | Aug 10, 2015 | M | 1,063 | D | — | — | Common Stock | 1,063 | 10,624 | D |
| Stock Appreciation RightF4 | $6.16 | Aug 13, 2014 | M | 3,750 | D | — | — | Common Stock | 3,750 | 0 | D |
| Restricted Stock UnitF6 | — | Aug 14, 2015 | M | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of DSP Group, Inc. Common Stock. The restricted stock units were acquired under the 2012 Equity Incentive Plan. 25% of the RSUs vest on the first year anniversary of the grant with the remainder vesting 6.25% quarterly thereafter.
- F2This amendment corrects the amount beneficially owned. Includes 1,134 shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan and includes 1,250 shares not reported previously due to administrative error.
- F3This represents the difference between the number of SARs exercised (3,750) and the number of shares issued as a result of the exercise (2,587). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date immediately prior to the date the SAR is exercised ($8.93) and the exercise price ($6.16).
- F4The Stock Appreciation Right vests 25% after 1 year and 6.25% each quarter thereafter. The Stock Appreciation Right grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or greater than two times the base appreciation amount of the stock appreciation right, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Therefore, the number of underlying shares of common stock that may be received upon exercise cannot exceed 1/2 of the number of stock appreciation rights granted.
- F5These shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.05 to $9.13, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- F6Each restricted stock unit represents a contingent right to receive one share of DSP Group, Inc. common stock. The restricted stock units were acquired under the 2012 Equity Incentive Plan and will be 100% fully vested on 8/14/2015.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.05, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.07 to $9.13, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.