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