13D Filing: Raging Capital Management and DSP Group Inc (DSPG)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

DSP Group, Inc.

(Name
of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

23332B 10 6

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

December 5, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

1

NAME OF REPORTING PERSON

Raging Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

2,061,832

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

2,061,832

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,061,832

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.2%

14

TYPE OF REPORTING PERSON

IA

1

NAME OF REPORTING PERSON

William C. Martin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

2,061,832

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

2,061,832

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,061,832

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.2%

14

TYPE OF REPORTING PERSON

HC

1

NAME OF REPORTING PERSON

Kenneth H. Traub

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

120,153*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

9

SOLE DISPOSITIVE POWER

120,153*

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

120,153*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

^* Includes 84,000 Shares underlying currently exercisable
stock options.

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to
read as follows:

The aggregate purchase price of the 2,061,832
Shares held directly by Raging Master is approximately $22,491,365, including brokerage commissions. Such Shares were acquired with
the working capital of Raging Master.

The aggregate purchase price of the 24,153
Shares owned directly by Kenneth H. Traub that he purchased in the open market is approximately $172,699, including brokerage commissions.
Such Shares were acquired with Mr. Traub’s personal funds. Mr. Traub also owns directly 12,000 Shares and currently exercisable
stock options to purchase an additional 84,000 Shares that were awarded to him in his capacity as a director of the Issuer.

Raging Master effects purchases of securities
primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required
to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the
prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security
for the repayment of debit balances in the accounts.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and
restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 22,322,982 Shares outstanding as of November
2, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2017.

As of the close of business on the date
hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 2,061,832 Shares, constituting approximately
9.2% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging Master discussed in further
detail in Item 2.

As of the close of business on the date
hereof, Kenneth H. Traub may be deemed to beneficially own 120,153 Shares (consisting of 24,153 Shares he purchased in the open
market, 12,000 Shares he received in his capacity as a director of the Issuer and 84,000 Shares underlying currently exercisable
stock options he received in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.

Each of the Reporting Persons, as a member
of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d)
of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing
sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its
inability to vote or dispose of such securities as a result of the IMA.

(c)       Schedule
B annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Persons. All of such transactions
were effected in the open market.

SIGNATURES

After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

Dated:  December 7, 2017	Raging Capital Management, LLC
	By:	/s/ Frederick C. Wasch
		Name:	Frederick C. Wasch
		Title:	Chief Financial Officer

	/s/ Frederick C. Wasch
	Frederick C. Wasch as attorney-in-fact for William C. Martin

	/s/ Kenneth H. Traub
	Kenneth H. Traub

SCHEDULE B

Transactions in the Shares During the
Past 60 Days

 

Class of Security

Shares Purchased

Price ($)

Date of Purchase

 

RAGING CAPITAL MASTER FUND, LTD.

Common Stock	100	12.5000	11/14/2017
Common Stock	13,349	12.4871	11/15/2017
Common Stock	8,529	12.6015	11/20/2017
Common Stock	5,900	12.6250	11/20/2017
Common Stock	2,287	12.5000	12/01/2017
Common Stock	123,849	13.0978	12/05/2017
Common Stock	42,274	13.2087	12/06/2017
Common Stock	3,324	13.0100	12/07/2017
Common Stock	9,642	12.9600	12/07/2017
Common Stock	115,000	13.0800	12/07/2017