Cynthia Paul - 02 Dec 2021 Form 4 Insider Report for DSP GROUP INC /DE/

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 Dec 2021, 17:17:55 UTC
Next SEC filing
13 Mar 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Cynthia Paul

Key filing fact

Cynthia Paul filed Form 4 for DSP GROUP INC /DE/ on 02 Dec 2021.

Key facts

  • This page summarizes Cynthia Paul's Form 4 filing for DSP GROUP INC /DE/.
  • 5 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 02 Dec 2021, 17:17.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$12,456,576.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DSPG transaction

Common Stock

Disposed to Issuer

Transaction value
$133,408
Shares
-6,064
Change %
-100%
Price
$22.00
Shares after
0
Date
02 Dec 2021
Ownership
Direct
Footnotes
F1
DSPG transaction

Common Stock

Disposed to Issuer

Transaction value
$405,240
Shares
-18,420
Change %
-100%
Price
$22.00
Shares after
0
Date
02 Dec 2021
Ownership
Direct
Footnotes
F2
DSPG transaction

Common Stock

Disposed to Issuer

Transaction value
$9,588,766
Shares
-435,853
Change %
-100%
Price
$22.00
Shares after
0
Date
02 Dec 2021
Ownership
By Lynrock Lake LP
Footnotes
F3, F4
DSPG transaction

Common Stock

Disposed to Issuer

Transaction value
$2,329,162
Shares
-105,871
Change %
-100%
Price
$22.00
Shares after
0
Date
02 Dec 2021
Ownership
By Lynrock Lake Master Fund LP
Footnotes
F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DSPG transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
$0
Shares
-6,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
02 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
6,000
Exercise price
$11.75
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Cynthia Paul is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

The amount reported represents the number of shares of Issuer common stock subject to the Issuer RSU awards held by Ms. Paul, 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.

Footnote F2

Represents 18,420 shares outstanding.

Footnote F3

Represents an aggregate of 541,724 shares outstanding held indirectly through partnerships.

Footnote F4

The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

Footnote F5

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.

SEC 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.

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