CEVA (CEVA) Form 4 CEVA / ZVI LIMON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIMON ZVI

(Last) (First) (Middle)

CEVA, INC.

15245 SHADY GROVE ROAD, SUITE 400

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/22/2021		S		15,714	D	$72.16(1)	8,430	D
Common Stock	02/22/2021		M		13,000	A	$19.43	21,430	D
Common Stock	02/22/2021		F(2)		3,484	D	$72.63	17,946	D
Common Stock	02/22/2021		S		9,516	D	$72.63	8,430	D
Common Stock	02/22/2021		M		6,500	A	$27.17	14,930	D
Common Stock	02/22/2021		F(3)		2,436	D	$72.98	12,494	D
Common Stock	02/22/2021		S		4,064	D	$72.98	8,430(4)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 Option (Right to Buy)	$19.43	02/22/2021		M			13,000(5)	(6)	07/01/2025	Common Stock	13,000	$0	0	D
Stock Option (Right to Buy)	$27.17	02/22/2021		M			6,500(5)	(6)	07/01/2026	Common Stock	6,500	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades ranging from $71.86 to $72.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.

2. Represents a net-exercise of outstanding stock options. The reporting person received 9,516 shares of common stock on the net exercise of an option to purchase 13,000 shares of common stock. The reporting person forfeited 3,484 shares of common stock underlying the option in payment of the exercise price, based on the market price of CEVA common stock at the time of the option exercise on February 22, 2021 of $72.63.

3. Represents a net-exercise of outstanding stock options. The reporting person received 4,064 shares of common stock on the net exercise of an option to purchase 6,500 shares of common stock. The reporting person forfeited 2,436 shares of common stock underlying the option in payment of the exercise price, based on the market price of CEVA common stock at the time of the option exercise on February 22, 2021 of $72.98.

4. Represents 2,528 shares outstanding and 5,902 unvested RSU's.

5. The stock option was granted pursuant to the company's 2003 Director Stock Option Plan.

6. The stock option became exercisable as to 25% of the underlying shares on the first year anniversary of the grant date and 25% each year thereafter.

	/s/ Zvi Limon	02/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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