Dror Levy - Dec 2, 2021 Form 4 Insider Report for DSP GROUP INC /DE/ (DSPG)

Role
VP and CFO
Signature
/s/ Dror Levy
Stock symbol
DSPG
Transactions as of
Dec 2, 2021
Transactions value $
-$2,431,000
Form type
4
Date filed
12/3/2021, 04:17 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DSPG Common Stock Disposed to Issuer -$1.49M -67.8K -100% $22.00 0 Dec 2, 2021 Direct F1
transaction DSPG Common Stock Disposed to Issuer -$939K -42.7K -100% $22.00 0 Dec 2, 2021 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dror Levy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The amount reported represents the number of shares of Issuer common stock subject to the Issuer Restricted Stock Unit ("RSU") awards held by Mr. Levy, 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.
F2 Represents 42,689 vested RSUs.

Remarks:

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.