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