FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Elyakim Ofer 2. Issuer Name and Ticker or Trading Symbol DSP GROUP INC /DE/ [DSPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 161 S. SAN ANTONIO ROAD, SUITE 10 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 (Street) LOS ALTOS, CA 94022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock (1) 02/15/2015   A4 12,228 (2) A $ 0 202,094 D   Common Stock (1) 11/10/2015   A4 42,187 (3) (4) A $ 0 244,281 (5) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Elyakim Ofer 161 S. SAN ANTONIO ROAD, SUITE 10 LOS ALTOS, CA 94022	  X	Â	  CEO	Â

Signatures

/s/ Ofer Elyakim		02/12/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents restricted stock units ("RSUs").
(2)	Represents 20,000 performance based RSUs, of which 12,228 RSUs were achieved based on the performance goals. 25% of the 12,228 RSUs vest on the first year anniversary of the grant with the remainder vesting 25% annually thereafter. 3,057 RSUs vested on January 1, 2016. The remainder of 9,171 RSUs shall vest at a rate of 25% on each of January 2017, January 2018, and January 2019.
(3)	The RSUs were acquired under the 2012 Equity Incentive Plan. 25% of the RSUs vest on the first year anniversary of the grant with the remainder vesting 6.25% quarterly thereafter.
(4)	The Form 4 filed by the reporting person on February 11, 2014, initially reported the RSUs in Table II. Of the 42,187 RSUs reported herein, the reporting person did not report 11,250 RSUs that vested on February 10, 2015, 2,812 RSUs that vested on May 10, 2015, and 2,812 RSUs that vested on November 10, 2015, due to administrative error. The Form 4 filed by the reporting person on August 19, 2015, reported 2,813 RSUs that vested on August 10, 2015. 2,813 RSUs vested on February 10, 2016. The remainder of the RSUs reported herein shall vest at a rate of 6.25% on each of May 10, 2016, August 10, 2016, November 10, 2016, February 10, 2017, May 10, 2017, August 10, 2017, November 10, 2017, and February 10, 2018.
(5)	Represents 36,053 shares outstanding, 100,064 vested RSUs, and 108,164 unvested RSUs.

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