0001437749-21-027732.txt : 20211202 0001437749-21-027732.hdr.sgml : 20211202 20211202182648 ACCESSION NUMBER: 0001437749-21-027732 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: TRAUB KENNETH H CENTRAL INDEX KEY: 0001232602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35256 FILM NUMBER: 211468098 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 0001232602 TRAUB KENNETH H 2055 GATEWAY PLACE, SUITE 480 SAN JOSE CA 95110 1 Common Stock 2021-12-02 4 D 0 6064 22 D 0 D Common Stock 2021-12-02 4 D 0 59573 22 D 0 D Stock Option (Right to Buy) 5.98 2021-12-02 4 D 0 30000 0 D 2022-05-15 Common Stock 30000 0 D Stock Option (Right to Buy) 5.76 2021-12-02 4 D 0 15000 0 D 2023-01-01 Common Stock 15000 0 D Stock Option (Right to Buy) 9.71 2021-12-02 4 D 0 8000 0 D 2024-01-01 Common Stock 8000 0 D Stock Option (Right to Buy) 9.71 2021-12-02 4 D 0 15000 0 D 2024-01-01 Common Stock 15000 0 D Stock Option (Right to Buy) 10.87 2021-12-02 4 D 0 8000 0 D 2025-01-01 Common Stock 8000 0 D Stock Option (Right to Buy) 9.44 2021-12-02 4 D 0 8000 0 D 2026-01-01 Common Stock 8000 0 D Stock Option (Right to Buy) 13.05 2021-12-02 4 D 0 8000 0 D 2027-01-01 Common Stock 8000 0 D Stock Option (Right to Buy) 12.50 2021-12-02 4 D 0 8000 0 D 2028-01-01 Common Stock 8000 0 D The amount reported represents the number of shares of Issuer common stock subject to the Issuer Restricted Stock Unit ("RSU") awards held by Mr. Traub, each of which will be accelerated, fully vested and canceled as of immediately prior to the Effective Time of the merger 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 59,573 shares outstanding. Options vest in full and become exercisable as to 100% of the shares subject to the option award on the first anniversary of the date of grant. This option is being canceled as of immediately prior to the Effective Time of the Merger 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 option award by (2) the difference between the exercise price of the option and the merger consideration of $22.00 per share. 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/ Kenneth H. Traub 2021-12-02