As of the close of business on December 1, 2021, the reporting persons beneficially owned an aggregate of 1,565,327 shares of the Issuer’s Common Stock or 6.5% of the Issuer’s Common Stock outstanding, which percentage was calculated based on 24,252,324 shares of the Issuer’s Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Form 10-Q filed on November 9, 2021.
On December 2, 2021, the Issuer was acquired by Synaptics Incorporated, a Delaware corporation ("Parent"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on August 30, 2021 by and among the Issuer, Parent and Osprey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Sub"). The Merger Agreement provides, subject to its terms and conditions, for the acquisition of the Issuer by Parent at a price of $22.00 per share of the Issuer’s Common Stock, in cash, without interest and subject to deduction for any required withholding tax, through the merger of the Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Accordingly, as a result of the consummation of the Merger, the reporting persons no longer beneficially owned any shares of the Issuer’s Common Stock.
(b) Percent of Class:
0.0%
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CUSIP
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23332B106
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SCHEDULE 13G
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of December 8, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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23332B106
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SCHEDULE 13G
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: December 8, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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23332B106
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of DSP Group, Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: December 8, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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