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