0001179110-16-032413.txt : 20161205 0001179110-16-032413.hdr.sgml : 20161205 20161205173353 ACCESSION NUMBER: 0001179110-16-032413 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: Skaaden Geir CENTRAL INDEX KEY: 0001595300 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50335 FILM NUMBER: 162034671 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 0001595300 Skaaden Geir C/O DTS, INC. 5220 LAS VIRGENES ROAD CALABASAS CA 91302 0 1 0 0 SVP Corp Bus Dev Common Stock 2016-12-01 4 D 0 7133 42.50 D 16631 D Common Stock 2016-12-01 4 D 0 16631 D 0 D Restricted Stock Unit 27.68 2016-12-01 4 D 0 7410 D 2025-02-11 Common Stock 7410 0 D Stock Option (Right to Buy) 46.35 2016-12-01 4 D 0 4580 D 2021-02-16 Common Stock 4580 0 D Stock Option (Right to Buy) 27.49 2016-12-01 4 D 0 2146 15.01 D 2022-02-15 Common Stock 2146 0 D Stock Option (Right to Buy) 28.93 2016-12-01 4 D 0 763 13.57 D 2022-05-09 Common Stock 763 0 D Stock Option (Right to Buy) 19.75 2016-12-01 4 D 0 5933 D 2023-02-13 Common Stock 5933 0 D Stock Option (Right to Buy) 20.37 2016-12-01 4 D 0 12630 D 2024-03-13 Common Stock 12630 0 D Performance-based Restricted Stock Units (Right to Buy) 20.37 2016-12-01 4 D 0 629 42.5 D 2024-03-13 Common Stock 629 0 D Performance-based Restricted Stock Units (Right to Buy) 27.68 2016-12-01 4 D 0 6590 42.50 D 2025-02-11 Common Stock 6590 0 D Performance-based Restricted Stock Units (Right to Buy) 22.04 2016-12-01 4 D 0 13160 42.50 D 2026-02-11 Common Stock 13160 0 D These shares include 76 shares acquired under the issuer's employee stock purchase plan on November 14, 2016. 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. These restricted stock units vest in four equal annual installments beginning on February 15, 2016. This option vests and becomes exercisable in four equal annual installments commencing on February 16, 2012. This option was cancelled pursuant to the terms of the Merger Agreement, and, as set forth in the Merger Agreement, 4,580 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 commencing on February 15, 2013. 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. This option vests and becomes exercisable in four equal annual installments commencing on May 9, 2013. 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) 2,966 vested options were exchanged for a cash payment of $22.75 per option and (ii) 2,967 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) 4,210 vested options were exchanged for a cash payment of $22.13 per option and (ii) 8,420 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/ Jon Kirchner, Attorney-in-Fact 2016-12-05