Statement of Changes in Beneficial Ownership (4)
May 25 2022 - 2:30PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Longval Scott |
2. Issuer Name and Ticker or Trading Symbol
INTRICON CORP
[
IIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO |
(Last)
(First)
(Middle)
1260 RED FOX ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2022 |
(Street)
ARDEN HILLS, MN 55112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/24/2022 | | G |
V
| 2000 | D | $0 | 115450 | D | |
Common Stock | 5/24/2022 | | A | | 22391 | A | $0 (1) | 137841 | D | |
Common Stock | 5/24/2022 | | D | | 117222 | D | (2) | 20619 | D | |
Common Stock | 5/24/2022 | | D | | 20619 | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Option to Purchase | $6.87 | 5/24/2022 | | D | | | 12000 | (4) | 1/1/2025 | Common Stock | 12000 | (4) | 0 | D | |
Option to Purchase | $7.58 | 5/24/2022 | | D | | | 12000 | (4) | 1/3/2026 | Common Stock | 12000 | (4) | 0 | D | |
Option to Purchase | $6.90 | 5/24/2022 | | D | | | 12000 | (4) | 1/2/2027 | Common Stock | 12000 | (4) | 0 | D | |
Option to Purchase | $7.05 | 5/24/2022 | | D | | | 12000 | (4) | 7/26/2027 | Common Stock | 12000 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Represents vesting of performance restricted stock units at the target level pursuant to the Merger Agreement (as defined below). |
(2) | Disposed of pursuant to an Agreement and Plan of Merger, dated as of February 27, 2022 (the "Merger Agreement") by and among the Issuer, IIN Holding Company Inc., a Delaware corporation ("Parent"), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Each share of common stock exchanged in the Merger will receive cash of $24.25 per share. |
(3) | Disposed of pursuant to a rollover agreement between the reporting person and IIN Holdings LLC, a Delaware limited liability company and the majority equity holder of Parent ("Holdings"), entered into in connection with the Merger Agreement, in exchange for equity interests of Holdings having an equivalent value as of the effective date of the Merger based on the consideration payable in the Merger of $24.25 per share. |
(4) | Pursuant to the Merger Agreement, each option to purchase common stock was canceled in exchange for a cash payment of $24.25 per share less the exercise per share price of the option. All options were fully vested at the time the Merger Agreement was signed. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Longval Scott 1260 RED FOX ROAD ARDEN HILLS, MN 55112 | X |
| President, CEO |
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Signatures
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/s/ Scott Longval | | 5/25/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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