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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SRS LABS INC [ SRSL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/20/2012 | D | 55,000 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option | $2.65 | 07/20/2012 | D | 24,000 | 10/02/2006 | 10/02/2012 | Common Stock | 24,000 | (2) | 0 | D | ||||
Stock Option | $3 | 07/20/2012 | D | 30,000 | 01/02/2007 | 01/02/2013 | Common Stock | 30,000 | (2) | 0 | D | ||||
Stock Option | $6.1 | 07/20/2012 | D | 30,000 | 04/09/2008 | 04/09/2014 | Common Stock | 30,000 | (2) | 0 | D | ||||
Stock Option | $5.76 | 07/20/2012 | D | 15,000 | 06/22/2008 | 06/22/2015 | Common Stock | 15,000 | (2) | 0 | D | ||||
Stock Option | $5.76 | 07/20/2012 | D | 30,000 | 06/22/2009 | 06/22/2015 | Common Stock | 30,000 | (2) | 0 | D | ||||
Stock Option | $5.15 | 07/20/2012 | D | 30,000 | 06/22/2010 | 06/22/2016 | Common Stock | 30,000 | (2) | 0 | D | ||||
Stock Option | $10.62 | 07/20/2012 | D | 30,000 | 06/20/2011 | 06/20/2017 | Common Stock | 30,000 | (2) | 0 | D | ||||
Stock Option | $5.24 | 07/20/2012 | D | 10,000 | 01/02/2009 | 01/02/2018 | Common Stock | 10,000 | (2) | 0 | D | ||||
Stock Option | $6.65 | 07/20/2012 | D | 25,000 | 06/18/2012 | 06/18/2018 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option | $6.65 | 07/20/2012 | D | 15,000 | 06/18/2011 | 06/18/2018 | Common Stock | 15,000 | (2) | 0 | D | ||||
Stock Option | $5.59 | 07/20/2012 | D | 12,500 | 04/09/2010 | 04/08/2019 | Common Stock | 12,500 | (2) | 0 | D | ||||
Stock Option | $6.25 | 07/20/2012 | D | 25,000 | 07/20/2012 | 06/17/2019 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option | $7.28 | 07/20/2012 | D | 10,000 | 01/05/2011 | 01/04/2020 | Common Stock | 10,000 | (2) | 0 | D | ||||
Stock Option | $8.96 | 07/20/2012 | D | 25,000 | 06/21/2014 | 06/21/2020 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option | $8.98 | 07/20/2012 | D | 10,000 | 01/03/2012 | 01/02/2021 | Common Stock | 10,000 | (2) | 0 | D | ||||
Stock Option | $8.72 | 07/20/2012 | D | 15,000 | 07/20/2012 | 06/19/2021 | Common Stock | 15,000 | (2) | 0 | D | ||||
Stock Option | $8.72 | 07/20/2012 | D | 25,000 | 06/20/2012 | 06/19/2021 | Common Stock | 25,000 | (2) | 0 | D | ||||
Stock Option | $5.84 | 07/20/2012 | D | 10,000 | 07/20/2012 | 01/02/2022 | Common Stock | 10,000 | (2) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of April 16, 2012, by and among DTS, Inc. ("DTS"), DTS Merger Sub, Inc., DTS LLC and SRS Labs, Inc. ("SRS"). Pursuant to the terms of the Merger Agreement, SRS stockholders could elect to receive, in exchange for each share of SRS common stock held at the effective time of the Merger, either (i) $9.50 in cash, without interest and less any applicable withholding taxes or (ii) 0.31127 of a share of DTS common stock. |
2. Pursuant to the Merger Agreement, each outstanding stock option to purchase shares of SRS common stock automatically became fully vested and exercisable immediately prior to the effective time of the Merger and, as of the effective time of the Merger, was cancelled in exchange for the right to receive a cash payment, without interest and less any applicable withholding taxes, equal to the product of the excess, if any, of (i) $9.50 over the exercise price of each such option and (ii) the number of shares of SRS common stock underlying such option. |
/s/ Sam Yau | 07/24/2012 | |
** 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. |