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

Role
Chief Business Officer
Signature
/s/ Tali Chen
Stock symbol
DSPG
Transactions as of
Dec 2, 2021
Transactions value $
-$3,550,184
Form type
4
Date filed
12/3/2021, 04:21 PM
Previous filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DSPG Common Stock Disposed to Issuer -$1.19M -54.2K -100% $22.00 0 Dec 2, 2021 Direct F1
transaction DSPG Common Stock Disposed to Issuer -$332K -15.1K -100% $22.00 0 Dec 2, 2021 Direct F2
transaction DSPG Common Stock Disposed to Issuer -$2.03M -92.1K -100% $22.00 0 Dec 2, 2021 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DSPG Stock Appreciation Right Options Exercise $0 -10K -100% $0.00* 0 Dec 2, 2021 Common Stock 10K $10.15 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tali Chen 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 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.
F2 Represents 15,074 shares outstanding.
F3 Represents 92,053 vested RSUs.
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.

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.