| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LYDALL INC /DE/ [ LDL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/01/2021 | A | 2,875(2) | A | $0 | 11,735(3) | D | |||
| Common Stock | 10/01/2021 | D(1) | 11,735 | D | (4) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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) | $32.19 | 10/01/2021 | D | 6,335 | (5) | (5) | Common Stock | 6,335 | (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 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 2,875 shares underlying the award previously reported on the above date 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. |
| Remarks: |
| Chad A. McDaniel attorney-in-fact for Anthony N. Justice | 10/05/2021 | |
| ** 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 Number. | ||
