SEC Form 4 · accession 0001437749-18-001391
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
Jan 29, 2018
Accepted (ET)
Jan 31, 2018 · 4:24 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 | Jan 29, 2018 | M | 44,297 | $7.49 | A | 584,213 | D | |
| Common StockF1,F2 | Jan 29, 2018 | D | 25,522 | $13.00 | D | 558,691 | 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 RightF3,F4 | $7.49 | Jan 29, 2018 | M | 44,297 | D | — | Jan 31, 2018 | Common Stock | 29,531 | 0 | D |
Explanation of responses
- F1There was no sale of any shares of DSP Group common stock. This represents the difference between the number of SARs exercised (44,297) and the number of shares issued as a result of the exercise (18,775). 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 ($13.00) and the base price ($7.49). The SARs were issued from a plan that will expire in January 2018.
- F2Represents 194,425 shares outstanding, 219,239 vested RSUs, and 145,027 unvested RSUs.
- F3The Stock Appreciation Right vests 25% after 1 year and 6.25% each quarter thereafter.
- F4The 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.