CEVA INC — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CEVA INC (CEVA)
CIK: 0001173489
Period of Report: 2016-05-04

Reporting Person: OHANA ISSACHAR (EVP Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-04	Common Stock	S	1849	$26.34	Disposed	29447	Direct
2016-05-09	Common Stock	S	2131	$26.7048	Disposed	27316	Direct
2016-05-09	Common Stock	M	28125	$15.54	Acquired	55441	Direct
2016-05-09	Common Stock	D	16556	$26.46	Disposed	38885	Direct
2016-05-09	Common Stock	S	11569	$26.46	Disposed	27316	Direct
2016-05-09	Common Stock	M	24791	$16.20	Acquired	52107	Direct
2016-05-09	Common Stock	D	15020	$26.74	Disposed	37087	Direct
2016-05-09	Common Stock	S	9771	$26.74	Disposed	27316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-09	Stock Appreciation Right	$15.54	M	28125	Disposed	2019-07-31	Common Stock (28125)	Direct
2016-05-09	Stock Appreciation Right	$16.20	M	24791	Disposed	2020-06-11	Common Stock (24791)	Direct

Footnotes

F1: Includes shares that were acquired under the CEVA, Inc. 2002 Employee Stock Purchase Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.70 to $26.71, inclusive. The reporting person undertakes to provide to CEVA, Inc., any security holder of CEVA, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4.

F3: The Stock Appreciation Rights became exercisable as to 25% of the underlying shares on the first anniversary of the grant date and 1/48th of underlying shares each month thereafter.