0001437749-21-027736.txt : 20211202 0001437749-21-027736.hdr.sgml : 20211202 20211202183403 ACCESSION NUMBER: 0001437749-21-027736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211202 FILED AS OF DATE: 20211202 DATE AS OF CHANGE: 20211202 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: 211468143 MAIL ADDRESS: STREET 1: 5 SHENKAR STREET CITY: HERZELIA STATE: L3 ZIP: 46120 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: 2055 GATEWAY PLACE, SUITE 480 CITY: SAN JOSE STATE: X1 ZIP: 95110 BUSINESS PHONE: 972-9-952-9696 MAIL ADDRESS: STREET 1: 2055 GATEWAY PLACE, SUITE 480 CITY: SAN JOSE STATE: X1 ZIP: 95110 4 1 rdgdoc.xml FORM 4 X0306 4 2021-12-02 1 0000915778 DSP GROUP INC /DE/ DSPG 0001455222 Elyakim Ofer 2055 GATEWAY PLACE, SUITE 480 SAN JOSE CA 95110 1 1 CEO Common Stock 2021-12-02 4 D 0 95625 22 D 0 D Common Stock 2021-12-02 4 D 0 103195 22 D 0 D Common Stock 2021-12-02 4 D 0 115000 22 D 0 D Common Stock 2021-12-02 4 D 0 583641 22 D 0 D The amount reported represents the number of shares of Issuer common stock subject to the Issuer Restricted Stock Units ("RSU") awards held by Mr. Elyakim, each of which will be accelerated, fully vested and canceled as of immediately prior to the Effective Time of the merger upon a qualifying termination in exchange for an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Issuer common stock subject to the Issuer RSU award by (2) the merger consideration of $22.00 per share. Represents 103,195 shares outstanding. Represents 115,000 accelerated performance-based restricted stock units ("PSUs"). Represents 583,641 vested RSUs. This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated August 30, 2021, by and among DSP Group, Inc., a Delaware corporation (the "Issuer"), Synaptics Incorporated, a Delaware corporation ("Parent"), and Osprey Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of the Parent (the "Merger"). A copy of the Merger Agreement is included as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 30, 2021. /s/ Ofer Elyakim 2021-12-02