0001179110-16-032405.txt : 20161205
0001179110-16-032405.hdr.sgml : 20161205
20161205173055
ACCESSION NUMBER: 0001179110-16-032405
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161201
FILED AS OF DATE: 20161205
DATE AS OF CHANGE: 20161205
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DTS, INC.
CENTRAL INDEX KEY: 0001226308
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 770467655
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5220 LAS VIRGENES ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
BUSINESS PHONE: 818 436-1000
MAIL ADDRESS:
STREET 1: 5220 LAS VIRGENES ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
FORMER COMPANY:
FORMER CONFORMED NAME: DIGITAL THEATER SYSTEMS INC
DATE OF NAME CHANGE: 20030407
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FLANIGAN MELVIN
CENTRAL INDEX KEY: 0001248697
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50335
FILM NUMBER: 162034654
MAIL ADDRESS:
STREET 1: 5220 LAS VIRGENES ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
4
1
edgar.xml
FORM 4 -
X0306
4
2016-12-01
1
0001226308
DTS, INC.
DTSI
0001248697
FLANIGAN MELVIN
C/O DTS, INC.
5220 LAS VIRGENES ROAD
CALABASAS
CA
91302
0
1
0
0
Executive VP Finance & CFO
Common Stock
2016-12-01
4
D
0
38317
42.50
D
14190
D
Common Stock
2016-12-01
4
D
0
14190
D
0
D
Common Stock
2016-12-01
4
D
0
17142
D
0
I
Flanigan Family Trust dated June 3, 2013
Stock Option (Right to Buy)
23.99
2016-12-01
4
D
0
16000
18.51
D
2017-03-05
Common Stock
16000
0
D
Stock Option (Right to Buy)
22.45
2016-12-01
4
D
0
24000
20.05
D
2018-02-19
Common Stock
24000
0
D
Stock Option (Right to Buy)
15.71
2016-12-01
4
D
0
35640
26.79
D
2019-02-17
Common Stock
35640
0
D
Stock Option (Right to Buy)
26.26
2016-12-01
4
D
0
32000
16.24
D
2020-02-18
Common Stock
32000
0
D
Stock Option (Right to Buy)
46.35
2016-12-01
4
D
0
19480
D
2021-02-15
Common Stock
19480
0
D
Stock Option (Right to Buy)
27.49
2016-12-01
4
D
0
57630
15.01
D
2022-02-15
Common Stock
57630
0
D
Stock Option (Right to Buy)
20.48
2016-12-01
4
D
0
40000
D
2023-02-14
Common Stock
40000
0
D
Stock Option (Right to Buy)
20.37
2016-12-01
4
D
0
38160
D
2024-03-13
Common Stock
38160
0
D
Performance-based Restricted Stock Units (Right to Buy)
20.37
2016-12-01
4
D
0
1426
42.50
D
2024-03-13
Common Stock
1426
0
D
Performance-based Restricted Stock Units (Right to Buy)
27.68
2016-12-01
4
D
0
9880
42.50
D
2025-02-11
Common Stock
9880
0
D
Performance-based Restricted Stock Units (Right to Buy)
22.04
2016-12-01
4
D
0
14190
42.50
D
2026-02-11
Common Stock
14190
0
D
These shares include 731 and 281 shares acquired under the issuer's employee stock purchase plan on May 13, 2016 and November 14, 2016, respectively.
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.
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.
The shares are held by the Flanigan Family Trust dated June 3, 2013, of which Mr. Flanigan is a trustee. Mr. Flanigan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008.
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.
This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009.
This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009.
This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010.
This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012.
This option was cancelled pursuant to the terms of the Merger Agreement, 19,480 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.
This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2013.
This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014.
Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 30,000 vested options were exchanged for a cash payment of 22.02 per option and (ii) 10,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014.
Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 19,080 vested options were exchanged for a cash payment of 22.13 per option and (ii) 19,080 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
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.
These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
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.
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/ Melvin Flanigan
2016-12-05