Tali Chen - 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
03 Dec 2021, 16:21:56 UTC
Prior SEC filing
17 Nov 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Tali Chen

Key filing fact

Tali Chen filed Form 4 for DSP GROUP INC /DE/ on 03 Dec 2021.

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.

Change

  • Previous filing in this sequence was filed on 17 Nov 2021.
  • Current net transaction value: -$3,550,184.

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
$1,193,390
Shares
-54,245
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
$331,628
Shares
-15,074
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
$2,025,166
Shares
-92,053
Change %
-100%
Price
$22.00
Shares after
0
Date
02 Dec 2021
Ownership
Direct
Footnotes
F3

Reported derivative securities

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

DSPG transaction Derivative

Stock Appreciation Right

Options Exercise

Transaction value
$0
Shares
-10,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
02 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
10,000
Exercise price
$10.15
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

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.

Explanation of responses 4 footnotes

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.

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