X0306 4/A 2015-08-10 2015-08-17 0000915778 DSP GROUP INC /DE/ DSPG 0001541321 Dahan David 161 S. SAN ANTONIO ROAD, SUITE 10 LOS ALTOS CA 94022 1 VP and COO Common Stock 2015-08-10 4 M 0 1063 A 18917 D Common Stock 2015-08-13 4 M 0 3750 6.16 A 22667 D Common Stock 2015-08-13 4 D 0 2587 8.93 D 20080 D Common Stock 2015-08-13 4 S 0 1163 9 D 18917 D Common Stock 2015-08-13 4 S 0 6335 9.07 D 12582 D Common Stock 2015-08-14 4 M 0 15000 A 27582 D Common Stock 2015-08-14 4 S 0 7626 9.04 D 19956 D Common Stock 2015-08-14 4 S 0 4527 9.09 D 15429 D Restricted Stock Unit 2015-08-10 4 M 0 1063 0 D Common Stock 1063 10624 D Stock Appreciation Right 6.16 2014-08-13 4 M 0 3750 0 D Common Stock 3750 0 D Restricted Stock Unit 2015-08-14 4 M 0 15000 0 D Common Stock 15000 0 D Each restricted stock unit represents a contingent right to receive one share of DSP Group, Inc. Common Stock. The restricted stock units were acquired under the 2012 Equity Incentive Plan. 25% of the RSUs vest on the first year anniversary of the grant with the remainder vesting 6.25% quarterly thereafter. This amendment corrects the amount beneficially owned. Includes 1,134 shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan and includes 1,250 shares not reported previously due to administrative error. This represents the difference between the number of SARs exercised (3,750) and the number of shares issued as a result of the exercise (2,587). 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 ($8.93) and the exercise price ($6.16). 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 greater 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. These shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.05 to $9.13, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. Each restricted stock unit represents a contingent right to receive one share of DSP Group, Inc. common stock. The restricted stock units were acquired under the 2012 Equity Incentive Plan and will be 100% fully vested on 8/14/2015. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.05, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.07 to $9.13, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. /s/ David Dahan 2015-08-19