SEC Form 4 · accession 0001437749-17-018720
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 6, 2017
Accepted (ET)
Nov 8, 2017 · 5:41 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 6, 2017 | M | 33,851 | $7.49 | A | 573,252 | D | |
| Common StockF1 | Nov 6, 2017 | D | 18,851 | $13.45 | D | 554,401 | D | |
| Common Stock | Nov 6, 2017 | S | 15,000 | $12.86 | D | 539,401 | D | |
| Common Stock | Nov 7, 2017 | M | 26,852 | $7.49 | A | 566,253 | D | |
| Common StockF2 | Nov 7, 2017 | D | 15,591 | $12.90 | D | 550,662 | D | |
| Common StockF3 | Nov 7, 2017 | S | 11,261 | $12.74 | D | 539,401 | 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 | $7.49 | Nov 6, 2017 | M | 33,851 | D | — | Jan 31, 2018 | Common Stock | 22,567 | 0 | D |
| Stock Appreciation RightF4,F5 | $7.49 | Nov 7, 2017 | M | 26,852 | D | — | Jan 31, 2018 | Common Stock | 17,901 | 0 | D |
Explanation of responses
- F1This represents the difference between the number of SARs exercised (33,851) and the number of shares issued as a result of the exercise (15,000). 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 ($13.45) and the base price ($7.49). The SARs were issued from a plan that will expire in January 2018.
- F2This represents the difference between the number of SARs exercised (26,852) and the number of shares issued as a result of the exercise (11,261). 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 ($12.90) and the base price ($7.49). The SARs were issued from a plan that will expire in January 2018.
- F3Represents 175,135 shares outstanding, 207,785 vested RSUs, and 156,481 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.