Sec Form 4 Filing - WELCHER BLAKE @ DTS, INC. - 2016-12-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WELCHER BLAKE 2. Issuer Name and Ticker or Trading Symbol DTS, INC. [ DTSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Legal & Licensing Oper (Last) (First) (Middle) C/O DTS, INC., 5220 LAS VIRGENES ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2016 (Street) CALABASAS, CA91302 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 12/01/2016 D 8,461 D $ 42.5 ( 1 ) 21,680 D Common Stock 12/01/2016 D 21,680 D 0 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 Restricted Stock Unit $ 27.68 12/01/2016 D 11,115 ( 3 ) 02/11/2025 Common Stock 11,115 ( 2 ) 0 D Stock Option (Right to Buy) $ 23.99 12/01/2016 D 16,000 ( 4 ) 03/05/2017 Common Stock 16,000 $ 18.51 ( 5 ) 0 D Stock Option (Right to Buy) $ 22.45 12/01/2016 D 20,000 ( 6 ) 02/19/2018 Common Stock 20,000 $ 20.05 ( 5 ) 0 D Stock Option (Right to Buy) $ 15.71 12/01/2016 D 35,640 ( 7 ) 02/17/2019 Common Stock 35,640 $ 26.79 ( 5 ) 0 D Stock Option (Right to Buy) $ 26.26 12/01/2016 D 32,000 ( 8 ) 02/18/2020 Common Stock 32,000 $ 16.24 ( 5 ) 0 D Stock Option (Right to Buy) $ 46.35 12/01/2016 D 21,430 ( 9 ) 02/15/2021 Common Stock 21,430 ( 10 ) 0 D Stock Option (Right to Buy) $ 27.49 12/01/2016 D 60,680 ( 11 ) 02/15/2022 Common Stock 60,680 $ 15.01 ( 5 ) 0 D Stock Option (Right to Buy) $ 20.48 12/01/2016 D 40,000 ( 12 ) 02/14/2023 Common Stock 40,000 ( 13 ) 0 D Stock Option (Right to Buy) $ 20.37 12/01/2016 D 38,160 ( 14 ) 03/13/2024 Common Stock 38,160 ( 15 ) 0 D Performance-based Restricted Stock Units (Right to Buy) $ 20.37 12/01/2016 D 1,426 ( 16 ) 03/13/2024 Common Stock 1,426 $ 42.5 ( 17 ) 0 D Performance-based Restricted Stock Units (Right to Buy) $ 27.68 12/01/2016 D 9,880 ( 18 ) 02/11/2025 Common Stock 9,880 $ 42.5 ( 17 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WELCHER BLAKE C/O DTS, INC. 5220 LAS VIRGENES ROAD CALABASAS, CA91302 EVP Legal & Licensing Oper Signatures /s/ Jon Kirchner, Attorney-in-Fact 12/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation ("Holdco"), Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger. ( 2 )The unvested restricted stock units held by the reporting person were cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Holdco. ( 3 )These restricted stock units vest in four equal annual installments beginning on February 15, 2016. ( 4 )This option vests and becomes exercisable in four equal annual installments beginning on March 6, 2008. ( 5 )This option was cancelled pursuant to the terms of the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options. ( 6 )This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2009. ( 7 )This option vests and becomes exercisable in four equal annual installments beginning on February 18, 2009. ( 8 )This option vests and becomes exercisable in four equal installments commencing on the anniversary of February 18, 2010. ( 9 )This option vests and becomes exercisable in four equal annual installments beginning on February 16, 2012. ( 10 )This option was cancelled pursuant to the terms of the Merger Agreement, 21,430 options shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into options denominated in shares of common stock of Holdco. ( 11 )This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2013. ( 12 )This option vests and becomes exercisable in four equal annual installments beginning on February 14, 2014. ( 13 )Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 30,000 vested options were exchanged for a cash payment of $22.02 per option and (ii) 10,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco. ( 14 )This option vests and becomes exercisable in four equal annual installments commencing on February 13, 2014. ( 15 )Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 19,080 vested options were exchanged for a cash payment of $22.13 per option and (ii) 19,080 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco. ( 16 )These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2016 and the remaining 50% units vesting on February 15, 2017. ( 17 )These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration. ( 18 )These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% of the units vesting on February 15, 2017 and the remaining units vesting on February 15, 2018.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.