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