SEC Form 4 · accession 0001437749-16-038085
DSP GROUP INC /DE/ · DSPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dror Levy
Officer — VP and CFO
Period of report
Aug 23, 2016
Accepted (ET)
Aug 25, 2016 · 5:45 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 Stock | Aug 23, 2016 | M | 25,000 | $6.16 | A | 149,060 | D | |
| Common StockF1 | Aug 23, 2016 | D | 13,063 | $11.79 | D | 135,997 | D | |
| Common StockF2,F3 | Aug 23, 2016 | S | 11,937 | $11.7202 | D | 124,060 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF4,F5 | $6.16 | Aug 23, 2016 | M | 25,000 | D | — | Feb 1, 2019 | Common Stock | 12,500 | 0 | D |
Explanation of responses
- F1This represents the difference between the number of SARs exercised (25,000) and the number of shares issued as a result of the exercise (11,937). 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 ($11.79) and the base price ($6.16).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.70 to $11.74, inclusive. The reporting person undertakes to provide to DSP Group, Inc., any security holder of DSP Group, Inc., or the staff of the Securities and Exchange Commission, 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.
- F3Represents 4,060 shares outstanding, 64,630 vested RSUs, and 55,370 unvested RSUs.
- F4The Stock Appreciation Right vests 25% after 1 year and 6.25% each quarter thereafter.
- F5The 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 great 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.