Inrad Optics (INRD) Form 4 Inrad Optics / WILLIAM J FOOTE ownership change

SEC Form 4

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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X

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^*

FOOTE WILLIAM J

(Last) (First) (Middle)

181 LEGRAND AVENUE

(Street)

NORTHVALE NJ 07647

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inrad Optics, Inc. [ INRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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	07/02/2024		D		22,162	D	(1)	0	D
Common Stock	07/02/2024		D		32,165	D	(1)	0	I	By 401(k)

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 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
Stock Option	$0.19	07/02/2024		D			10,000	(2)	(2)	Common Stock	10,000	(2)	0	D
Stock Option	$0.35	07/02/2024		D			20,000	(2)	(2)	Common Stock	20,000	(2)	0	D
Stock Option	$0.57	07/02/2024		D			20,000	(2)	(2)	Common Stock	20,000	(2)	0	D
Stock Option	$0.62	07/02/2024		D			10,000	(2)	(2)	Common Stock	10,000	(2)	0	D
Stock Option	$0.71	07/02/2024		D			10,000	(2)	(2)	Common Stock	10,000	(2)	0	D
Stock Option	$1	07/02/2024		D			25,000	(2)	(2)	Common Stock	25,000	(2)	0	D
Stock Option	$1.2	07/02/2024		D			10,000	(3)	(3)	Common Stock	10,000	(3)	0	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated April 8, 2024 (the "Merger Agreement") by and among the Issuer, Luxium Solutions, LLC ("Parent") and Indigo Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, and the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each share of the Issuer's Common Stock was automatically converted into the right to receive $1.10 in cash (the "Merger Consideration").

2. At the Effective Time, each stock option, whether vested or unvested and which has a per share exercise price that is less than the per share Merger Consideration (each, an "In the Money Option") will be cancelled and automatically converted into the right to receive cash in the amount equal to the product of (i) the amount by which the per share Merger Consideration exceeds the exercise price per share of such In the Money Option and (ii) the total number of shares subject to such In the Money Option, net of applicable withholding.

3. At the Effective Time, each stock option that is not an In the Money Option will be cancelled and cease to exist and the reporting person will not be entitled to payment of any consideration.

	/s/ Theresa Balog, Attorney-in-fact	07/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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