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*
KIRCHNER JON
(Last) (First) (Middle)
C/O DTS, INC.
5220 LAS VIRGENES ROAD
(Street)
CALABASAS CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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)
Code V Amount (A) or (D) Price
Common Stock 12/01/2016 D 54,819 D $42.5(1) 83,883 D
Common Stock 12/01/2016 D 83,883 D (2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $22.45 12/01/2016 D 100,000 (3) 02/19/2018 Common Stock 100,000 $20.05(4) 0 D
Stock Option (Right to Buy) $15.71 12/01/2016 D 150,000 (5) 02/17/2019 Common Stock 150,000 $26.79(4) 0 D
Stock Option (Right to Buy) $26.26 12/01/2016 D 85,000 (6) 02/18/2020 Common Stock 85,000 $16.24(4) 0 D
Stock Option (Right to Buy) $46.35 12/01/2016 D 54,550 (7) 02/15/2021 Common Stock 54,550 (8) 0 D
Stock Option (Right to Buy) $27.49 12/01/2016 D 203,400 (9) 02/15/2022 Common Stock 203,400 $15.01(4) 0 D
Stock Option (Right to Buy) $20.48 12/01/2016 D 150,000 (10) 02/14/2023 Common Stock 150,000 (11) 0 D
Stock Option (Right to Buy) $20.37 12/01/2016 D 59,520 (12) 03/13/2024 Common Stock 59,520 (13) 0 D
Performance-based Restricted Stock Units (Right to Buy) $20.37 12/01/2016 D 4,448 (14) 03/13/2024 Common Stock 4,448 (15) 0 D
Performance-based Restricted Stock Units (Right to Buy) $27.68 12/01/2016 D 31,290 (16) 02/11/2025 Common Stock 31,290 $42.5(15) 0 D
Performance-based Restricted Stock Units (Right to Buy) $22.04 12/01/2016 D 50,000 (17) 02/11/2026 Common Stock 50,000 $42.5(15) 0 D
Explanation of Responses:
1. 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.
2. 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.
3. This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.
4. This option was cancelled pursuant to the terms of the Merger Agreement and, as set forth in 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.
5. This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.
6. This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.
7. This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.
8. This option was cancelled pursuant to the terms of the Merger Agreement, and, as set forth in the Merger Agreement, 54,550 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.
9. This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2013.
10. This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
11. Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 112,500 vested options were exchanged for a cash payment of $22.02 per option and (ii) 37,500 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
12. This option vests and becomes exercisable in four equal annual installments beginning on March 13, 2014.
13. Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 29,760 vested options were exchanged for a cash payment of $22.13 per option and (ii) 29,760 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
14. 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.
15. These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
16. 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.
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, 2018 and the remaining 50% units vesting on February 15, 2019.
/s/ Jon Kirchner 12/05/2016
** Signature of Reporting Person Date
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