SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOWNE BRIAN

(Last)

(First)

(Middle)

C/O DTS, INC.

5220 LAS VIRGENES ROAD

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DTS, INC. [ DTSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & President Asia Pacific

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2016		D		42,822⁽¹⁾	D	$42.5⁽²⁾	24,865	D
Common Stock	12/01/2016		D		24,865	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$27.68	12/01/2016		D			13,343	⁽⁴⁾	02/11/2025	Common Stock	13,343	⁽³⁾	0	D
Stock Option (Right to Buy)	$23.99	12/01/2016		D			8,000	⁽⁵⁾	03/05/2017	Common Stock	8,000	$18.51⁽⁶⁾	0	D
Stock Option (Right to Buy)	$22.45	12/01/2016		D			30,000	⁽⁷⁾	02/19/2018	Common Stock	30,000	$20.05⁽⁶⁾	0	D
Stock Option (Right to Buy)	$15.71	12/01/2016		D			33,750	⁽⁸⁾	02/17/2019	Common Stock	33,750	$26.79⁽⁶⁾	0	D
Stock Option (Right to Buy)	$26.26	12/01/2016		D			40,000	⁽⁹⁾	02/18/2020	Common Stock	40,000	$16.24⁽⁶⁾	0	D
Stock Option (Right to Buy)	$46.35	12/01/2016		D			21,820	⁽¹⁰⁾	02/15/2021	Common Stock	21,820	⁽¹¹⁾	0	D
Stock Option (Right to Buy)	$27.49	12/01/2016		D			61,020	⁽¹²⁾	02/15/2022	Common Stock	61,020	$15.01⁽⁶⁾	0	D
Stock Option (Right to Buy)	$20.48	12/01/2016		D			60,000	⁽¹³⁾	02/14/2023	Common Stock	60,000	⁽¹⁴⁾	0	D
Stock Option (Right to Buy)	$20.37	12/01/2016		D			44,900	⁽¹⁵⁾	03/13/2024	Common Stock	44,900	⁽¹⁶⁾	0	D
Performance-based Restricted Stock Units (Right to Buy)	$20.37	12/01/2016		D			4,802	⁽¹⁷⁾	03/13/2024	Common Stock	4,802	$42.5⁽¹⁸⁾	0	D
Performance-based Restricted Stock Units (Right to Buy)	$27.68	12/01/2016		D			11,860	⁽¹⁹⁾	02/11/2025	Common Stock	11,860	$42.5⁽¹⁸⁾	0	D
Performance-based Restricted Stock Units (Right to Buy)	$22.04	12/01/2016		D			17,010	⁽²⁰⁾	02/11/2026	Common Stock	17,010	$42.5⁽¹⁸⁾	0	D

Explanation of Responses:

1. These shares include 862 and 139 shares acquired under the issuer's employee stock purchase plan on May 13, 2016 and November 14, 2016, respectively.

2. Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation ("Holdco"), Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger.

3. The unvested restricted stock units held by the reporting person were cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Holdco.

4. These restricted stock units vest in four equal annual installments beginning on February 15, 2016.

5. This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008.

6. This option was cancelled pursuant to the terms of the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options.

7. This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.

8. This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.

9. This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.

10. This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.

11. This option was cancelled pursuant to the terms of the Merger Agreement, 21,820 options shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into options denominated in shares of common stock of Holdco.

12. This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.

13. This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.

14. Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 45,000 vested options were exchanged for a cash payment of $22.02 per option and (ii) 15,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.

15. This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014.

16. Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 22,450 vested options were exchanged for a cash payment of $22.13 per option and (ii) 22,450 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.

17. These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2016 and the remaining 50% units vesting on February 15, 2017.

18. These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.

19. These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% of the units vesting on February 15, 2017 and the remaining units vesting on February 15, 2018.

20. These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2018 and the remaining 50% units vesting on February 15, 2019.

	/s/ Jon Kirchner, Attorney-in-Fact	12/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.