Ayalon Eliyahu Form 4 CEVA / ELIYAHU AYALON 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^*

AYALON ELIYAHU

(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)
02/18/2021

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	02/18/2021		S		9,214	D	$67.45	8,430	D
Common Stock	02/18/2021		M		3,250	A	$14.77	11,680	D
Common Stock	02/18/2021		F(1)		674	D	$67.45	11,006	D
Common Stock	02/18/2021		S		2,576	D	$67.45	8,430	D
Common Stock	02/18/2021		M		3,250	A	$19.43	11,680	D
Common Stock	02/18/2021		F(2)		886	D	$67.45	10,794	D
Common Stock	02/18/2021		S		2,364	D	$67.45	8,430	D
Common Stock	02/18/2021		M		6,500	A	$27.17	14,930	D
Common Stock	02/18/2021		F(3)		2,477	D	$67.45	12,453	D
Common Stock	02/18/2021		S		4,023	D	$67.45	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)	$14.77	02/18/2021		M			13,000(5)	(6)	06/30/2024	Common Stock	13,000	$0	0	D
Stock Option (Right to Buy)	$19.43	02/18/2021		M			6,500(5)	(6)	07/01/2025	Common Stock	6,500	$0	0	D
Stock Option (Right to Buy)	$27.17	02/18/2021		M			6,500(5)	(6)	07/01/2026	Common Stock	6,500	$0	0	D

Explanation of Responses:

1. Represents a net exercise of outstanding stock options. The reporting person received 2,576 shares of common stock on the net exercise of an option to purchase 3,250 shares of common stock. The reporting person forfeited 674 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 18, 2021 of $67.45.

2. Represents a net-exercise of outstanding stock options. The reporting person received 2,364 shares of common stock on the net exercise of an option to purchase 3,250 shares of common stock. The reporting person forfeited 886 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 18, 2021 of $67.45.

3. Represents a net-exercise of outstanding stock options. The reporting person received 4,023 shares of common stock on the net exercise of an option to purchase 6,500 shares of common stock. The reporting person forfeited 2,477 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 18, 2021 of $67.45.

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/ Eliyahu Ayalon	02/22/2021
	** Signature of Reporting Person	Date
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).
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