SEC Form 4 · accession 0001437749-16-042605
DSP GROUP INC /DE/ · DSPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ofer Elyakim
Officer — CEO · Director
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:42 pm EST
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 | Nov 21, 2016 | M | 58,790 | $7.26 | A | 422,906 | D | |
| Common StockF1 | Nov 21, 2016 | D | 34,421 | $12.40 | D | 388,485 | D | |
| Common Stock | Nov 21, 2016 | M | 105,000 | $6.16 | A | 493,485 | D | |
| Common StockF2,F3 | Nov 21, 2016 | D | 52,500 | $12.32 | D | 440,985 | 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 | $7.26 | Nov 21, 2016 | M | 58,790 | D | — | Jan 27, 2017 | Common Stock | 24,369 | 0 | D |
| Stock Appreciation RightF4,F6 | $6.16 | Nov 21, 2016 | M | 105,000 | D | — | Feb 1, 2019 | Common Stock | 52,500 | 0 | D |
Explanation of responses
- F1This represents the difference between the number of SARs exercised (58,790) and the number of shares issued as a result of the exercise (24,369). 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 ($12.40) and the base price ($7.26). The SARs were issued from a plan that will expire in January 2017.
- F2This represents the difference between the number of SARs exercised (105,000) and the number of shares issued as a result of the exercise (52,500). The number of shares to be issued under a SAR exercise is usually 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. With respect to this SAR grant, as explained in footnote 6, the SAR ceiling was exceeded. The number of shares exercised was determined by the difference of the ceiling price ($12.32) and the base price ($6.16). The SARs were issued from a plan that will expire in February 2019.
- F3Represents 172,757 shares outstanding, 155,040 vested RSUs, and 113,188 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 three 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 2/3 of the number of stock appreciation rights granted.
- F6The 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.