Sec Form 4 Filing - WERTHEIZER GIDEON @ CEVA INC - 2021-02-18

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WERTHEIZER GIDEON 2. Issuer Name and Ticker or Trading Symbol CEVA INC [ CEVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) CEVA, INC., 15245 SHADY GROVE ROAD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2021 (Street) ROCKVILLE, MD20850 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 02/18/2020 A 56,818 ( 3 ) A $ 0 167,849 ( 2 ) D Common Stock ( 1 ) 02/18/2020 A 19,261 ( 4 ) A $ 0 187,110 ( 5 ) D Common Stock ( 6 ) 02/18/2021 A 5,962 ( 7 ) A $ 0 193,072 ( 8 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WERTHEIZER GIDEON CEVA, INC. 15245 SHADY GROVE ROAD, SUITE 400 ROCKVILLE, MD20850 X Chief Executive Officer Signatures /s/ Gideon Wertheizer 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Performance-based stock ("PSUs"). ( 2 )Represents 134,374 shares outstanding and 33,475 unvested RSU's. ( 3 )The PSUs were acquired under the 2011 Equity Incentive Plan. These PSUs vest with immediate effect following the achievement of certain performance milestones. ( 4 )The PSUs were acquired under the 2011 Equity Incentive Plan. These PSUs vest 33.4% on February 20, 2021, 33.3% on February 20, 2022 and 33.3% on February 20, 2023. ( 5 )Represents 134,374 shares outstanding and 52,736 unvested RSU's. ( 6 )Represents restricted stock units that were granted pursuant to CEVA's 2011 Stock Incentive Plan. ( 7 )The Restricted Stock Units vest 33.4% on February 18, 2022, 33.3% on February 18,2023, 33.3% on February 18, 2024. ( 8 )Represents 134,374 shares outstanding and 58,698 unvested RSU's.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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