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
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 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*
Levy Dror
(Last) (First) (Middle)
161 S. SAN ANTONIO ROAD, SUITE 10
(Street)
LOS ALTOS CA 94022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DSP GROUP INC /DE/ [ DSPG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2017
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)
Code V Amount (A) or (D) Price
Common Stock 05/03/2017 M 5,000 A $7.49 159,060 D
Common Stock 05/03/2017 D 2,996(1) D $12.5 156,064 D
Common Stock 05/03/2017 S 2,004 D $12.5 154,060 D
Common Stock 05/04/2017 M 25,000 A $7.49 179,060 D
Common Stock 05/04/2017 D 15,042(2) D $12.45 164,018 D
Common Stock 05/04/2017 S 9,958 D $12.4522(3) 154,060(4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $7.49 05/03/2017 M 5,000 (5) 01/31/2018 Common Stock 3,333(6) $0 0 D
Common Stock $7.49 05/04/2017 M 25,000 (5) 01/31/2018 Common Stock 16,667(6) $0 0 D
Explanation of Responses:
1. This represents the difference between the number of SARs exercised (5,000) and the number of shares issued as a result of the exercise (2,004). 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 ($12.50) and the base price ($7.49).
2. This represents the difference between the number of SARs exercised (25,000) and the number of shares issued as a result of the exercise (9,958). 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 ($12.45) and the base price ($7.49).
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.45 to $12.55, 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.
4. Represents 4,060 shares outstanding, 80,750 vested RSUs, and 69,250 unvested RSUs.
5. The Stock Appreciation Right vested 25% after 1 year and 6.25% each quarter thereafter.
6. The 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.
/s/ Dror Levy 05/05/2017
** 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).
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