DSP Group Inc.

12/03/2021 | Press release | Distributed by Public on 12/03/2021 16:22

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Chen Tali
2. Issuer Name and Ticker or Trading Symbol
DSP GROUP INC /DE/ [DSPG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Business Officer /
(Last) (First) (Middle)
2055 GATEWAY PLACE, SUITE 480
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN JOSE CA 95110
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Tali
2055 GATEWAY PLACE, SUITE 480

SAN JOSE, CA95110


Chief Business Officer

Signatures

/s/ Tali Chen 2021-12-03
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) Represents 15,074 shares outstanding.
(3) Represents 92,053 vested RSUs.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.