DTS Form 4 DTS / BRIAN TOWNE 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^*

TOWNE BRIAN

(Last) (First) (Middle)

C/O DTS, INC.

5220 LAS VIRGENES ROAD

(Street)

CALABASAS CA 91302

(City) (State) (Zip)

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 & President Asia Pacific

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016

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	02/15/2016		M		4,447(1)	A	$0	67,911(2)	D
Common Stock	02/15/2016		F		4,221(3)	D	$21.91	63,690	D
Common Stock	02/15/2016		A		3,125(4)	A	$0	65,367	D
Common Stock	02/15/2016		A		1,677(4)	A	$0	68,492	D
Common Stock	02/15/2016		F		1,806(5)	D	$21.91	66,686	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

Explanation of Responses:

1. Shares of Common Stock acquired upon settlement of Restricted Share Units granted February 11, 2015 pursuant to the Issuer's 2012 Equity Incentive Plan.

2. The total holdings include 4,447 shares underlying restricted stock units that were previously reported in Table II.

3. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of restricted stock unit awards granted in February 15, 2012, March 13, 2014, and February 11, 2015.

4. Shares of Common Stock issued under the 2012 Equity Incentive Plan to the reporting person for achievement of performance goals for the performance period January 1, 2014 to December 31, 2015.

5. The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of Performance Stock Unit awards granted in March 13, 2014.

	/s/ Brian Towne	02/17/2016
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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