CEVA INC — Director's Dealing 2017

May 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CEVA INC (CEVA)
CIK: 0001173489
Period of Report: 2017-05-10

Reporting Person: WERTHEIZER GIDEON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-10	Common Stock	M	2900	$24.17	Acquired	85388	Direct
2017-05-10	Common Stock	M	1753	$16.20	Acquired	87141	Direct
2017-05-10	Common Stock	D	651	$43.21	Disposed	86490	Direct
2017-05-10	Common Stock	S	5837	$43.3082	Disposed	80653	Direct
2017-05-11	Common Stock	M	17100	$24.17	Acquired	97753	Direct
2017-05-11	Common Stock	M	11372	$16.20	Acquired	109125	Direct
2017-05-11	Common Stock	D	4305	$42.3334	Disposed	104820	Direct
2017-05-11	Common Stock	S	24495	$42.3068	Disposed	80325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-10	Stock Option (Right to Buy)	$24.17	M	2900	Disposed	2018-01-31	Common Stock (2900)	Direct
2017-05-10	Stock Appreciation Right	$16.20	M	1753	Disposed	2020-06-11	Common Stock (1753)	Direct
2017-05-11	Stock Option (Right to Buy)	$24.17	M	17100	Disposed	2018-01-31	Common Stock (17100)	Direct
2017-05-11	Stock Appreciation Right	$16.20	M	11372	Disposed	2020-06-11	Common Stock (11372)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.50, 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.

F2: Includes shares that were acquired under the CEVA, Inc. 2002 Employee Stock Purchase Plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.25 to $42.3334, 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.

F4: The stock option 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.

F5: 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.