0001437749-16-042605.txt : 20161123 0001437749-16-042605.hdr.sgml : 20161123 20161123164230 ACCESSION NUMBER: 0001437749-16-042605 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161121 FILED AS OF DATE: 20161123 DATE AS OF CHANGE: 20161123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 161 S. SAN ANTONIO ROAD STREET 2: SUITE 10 CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 408-986-4300 MAIL ADDRESS: STREET 1: 161 S. SAN ANTONIO ROAD STREET 2: SUITE 10 CITY: LOS ALTOS STATE: CA ZIP: 94022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elyakim Ofer CENTRAL INDEX KEY: 0001455222 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35256 FILM NUMBER: 162017085 MAIL ADDRESS: STREET 1: 5 SHENKAR STREET CITY: HERZELIA STATE: L3 ZIP: 46120 4 1 rdgdoc.xml FORM 4 X0306 4 2016-11-21 0000915778 DSP GROUP INC /DE/ DSPG 0001455222 Elyakim Ofer 161 S. SAN ANTONIO ROAD, SUITE 10 LOS ALTOS CA 94022 1 1 CEO Common Stock 2016-11-21 4 M 0 58790 7.26 A 422906 D Common Stock 2016-11-21 4 D 0 34421 12.40 D 388485 D Common Stock 2016-11-21 4 M 0 105000 6.16 A 493485 D Common Stock 2016-11-21 4 D 0 52500 12.32 D 440985 D Stock Appreciation Right 7.26 2016-11-21 4 M 0 58790 0 D 2017-01-27 Common Stock 24369 0 D Stock Appreciation Right 6.16 2016-11-21 4 M 0 105000 0 D 2019-02-01 Common Stock 52500 0 D This represents the difference between the number of SARs exercised (58,790) and the number of shares issued as a result of the exercise (24,369). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date immediately prior to the date the SAR is exercised ($12.40) and the base price ($7.26). The SARs were issued from a plan that will expire in January 2017. This represents the difference between the number of SARs exercised (105,000) and the number of shares issued as a result of the exercise (52,500). The number of shares to be issued under a SAR exercise is usually determined by multiplying the number of SARs being exercised by the difference between the FMV on the date immediately prior to the date the SAR is exercised. With respect to this SAR grant, as explained in footnote 6, the SAR ceiling was exceeded. The number of shares exercised was determined by the difference of the ceiling price ($12.32) and the base price ($6.16). The SARs were issued from a plan that will expire in February 2019. Represents 172,757 shares outstanding, 155,040 vested RSUs, and 113,188 unvested RSUs. The Stock Appreciation Right vests 25% after 1 year and 6.25% each quarter thereafter. The Stock Appreciation Right grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or great than three times the base appreciation amount of the stock appreciation right, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Therefore, the number of underlying shares of common stock that may be received upon exercise cannot exceed 2/3 of the number of stock appreciation rights granted. The Stock Appreciation Right grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or great than two times the base appreciation amount of the stock appreciation right, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Therefore, the number of underlying shares of common stock that may be received upon exercise cannot exceed 1/2 of the number of stock appreciation rights granted. /s/ Ofer Elyakim 2016-11-23