Sec Form 4 Filing - Dahan David @ DSP GROUP INC /DE/ - 2015-08-13

Insider filing report for Changes in Beneficial Ownership
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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
Dahan David
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
X __ Officer (give title below) _____ Other (specify below)
VP and COO
(Last) (First) (Middle)
161 S. SAN ANTONIO ROAD, SUITE 10
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2015
(Street)
LOS ALTOS, CA94022
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 08/13/2015 M 3,750 A $ 6.16 19,220 D
Common Stock 08/13/2015 D 2,587 ( 1 ) D $ 8.93 16,633 D
Common Stock 08/13/2015 S 1,163 D $ 9.04 15,470 D
Common Stock 08/13/2015 S 6,335 D $ 9.07 ( 7 ) 9,135 D
Common Stock 08/14/2015 M 15,000 A 24,135 D
Common Stock 08/14/2015 S 7,626 D $ 9.04 ( 3 ) 16,509 ( 4 ) D
Common Stock 08/14/2015 S 4,527 D $ 9.07 ( 7 ) 11,982 D
Table I I - 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
Stock Appreciation Right $ 6.16 08/13/2014 M 3,750 ( 5 ) 02/01/2019 Common Stock 3,750 $ 0 0 D
Restricted Stock Unit ( 6 ) 08/14/2015 M 15,000 ( 6 ) ( 6 ) Common Stock 15,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dahan David
161 S. SAN ANTONIO ROAD, SUITE 10
LOS ALTOS, CA94022
VP and COO
Signatures
/s/ David Dahan 08/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This represents the difference between the number of SARs exercised (3,750) and the number of shares issued as a result of the exercise (2,587). The number of shares to be issuedunder a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date immediately prior to the date the SAR isexercised ($8.93) and the exercise price ($6.16).
( 2 )Restricted stock units convert into common stock on a one-for-one basis.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.05, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
( 4 )Includes shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
( 5 )The Stock Appreciation Right vests 25% after 1 year and 6.25% each quarter thereafter. The Stock Appreciation Right grant is subject to a ceiling such that when the fair market value of the Company's common stock is equal to or greater than two times the base appreciation amount of the stock appreciation right, the portion of the stock appreciation rights that is vested on such date is automatically exercised on the next trading day and the appreciation amount is paid by the issuance of the respective number of shares of the Company's common stock. Therefore, the number of underlying shares of common stock that may be received upon exercise cannot exceed 1/2 of the number of stock appreciation rights granted.
( 6 )Each restricted stock unit represents a contingent right to receive one share of DSP Group, Inc. common stock. The restricted stock units were acquired under the 2012 Equity Incentive Plan and will be 100% fully vested on 8/14/2015
( 7 )These shares that were acquired under the DSP Group, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.05 to $9.13, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide DSP Group, Inc., any stockholder of DSP Group, Inc., or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

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