Key facts
- This page summarizes Tali Chen's Form 4 filing for DSP GROUP INC /DE/.
- 4 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 03 Dec 2021, 16:21.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Disposed to Issuer
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Options Exercise
Additional SEC filing notes
Section 16 status
Tali Chen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Footnote F1
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.
Footnote F2
Represents 15,074 shares outstanding.
Footnote F3
Represents 92,053 vested RSUs.
Footnote F4
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.
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.