0001437749-21-027877.txt : 20211203
0001437749-21-027877.hdr.sgml : 20211203
20211203172156
ACCESSION NUMBER: 0001437749-21-027877
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211202
FILED AS OF DATE: 20211203
DATE AS OF CHANGE: 20211203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chen Tali
CENTRAL INDEX KEY: 0001824088
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35256
FILM NUMBER: 211471193
MAIL ADDRESS:
STREET 1: 2055 GATEWAY PLACE, SUITE 480
CITY: SAN JOSE
STATE: CA
ZIP: 95110
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
0001824088
Chen Tali
2055 GATEWAY PLACE, SUITE 480
SAN JOSE
CA
95110
1
Chief Business Officer
Common Stock
2021-12-02
4
D
0
54245
22
D
0
D
Common Stock
2021-12-02
4
D
0
15074
22
D
0
D
Common Stock
2021-12-02
4
D
0
92053
22
D
0
D
Stock Appreciation Right
10.15
2021-12-02
4
M
0
10000
0
D
2025-02-05
Common Stock
10000
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 Ms. Chen, 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 15,074 shares outstanding.
Represents 92,053 vested RSUs.
25% of the SARs vest upon the one-year anniversary of the grant date, and an additional 6.25% of the SARS vest at the end of each calendar quarter thereafter. This SAR 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 SAR award by (2) the difference between the base price of the SAR 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/ Tali Chen
2021-12-03