Statement of Changes in Beneficial Ownership (4)
October 05 2021 - 10:53AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Diwanji Ashish P. |
2. Issuer Name and Ticker or Trading Symbol
LYDALL INC /DE/
[
LDL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Perf Materials |
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(Last)
(First)
(Middle)
C/O LYDALL, INC., ONE COLONIAL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2021 |
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(Street)
MANCHESTER, CT 06042
(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 | 10/1/2021 | | A | | 14945 (2) | A | $0 | 56345 (3) | D | |
| Common Stock | 10/1/2021 | | D(1) | | 56345 | D | (4) | 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 |
| Non-Qualified Stock Option (Right to Buy) | $8.69 | 10/1/2021 | | D | | | 40871 | (5) | (5) | Common Stock | 40871 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of June 21, 2021, by and among Lydall, Inc., Unifrax Holding Co., Outback Merger Sub, Inc. and Unifrax I LLC, as it may be amended from time to time, referred to as the Merger Agreement. |
| (2) | Represents an increase from the number of Performance Shares granted under the Company's Amended and Restated 2012 Stock Incentive Plan on each of April 24, 2020 and February 22, 2021 following the certification, on October 1, 2021, by the Board of Directors of the attainment of the performance criteria set forth in the award in excess of target. The shares covered by this report, as well as the original 17,260 and 6,315 shares underlying the awards previously reported on the above dates vested in full on October 1, 2021 and were converted in the Merger into the right to receive $62.10 in cash per share underlying the Performance Shares (the "Merger Consideration"). |
| (3) | Previously reported Restricted Stock and Performance Share awards were included in previously reported amount of securities beneficially owned. |
| (4) | Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration. |
| (5) | Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $62.10 was automatically canceled and converted into the right to receive an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $62.10 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Diwanji Ashish P.
C/O LYDALL, INC.
ONE COLONIAL ROAD
MANCHESTER, CT 06042 |
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| President, Perf Materials |
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Signatures
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| Chad A. McDaniel attorney-in-fact for Ashish P. Diwanji | | 10/5/2021 |
| **Signature of Reporting Person | Date |
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