0001780989-21-000060.txt : 20211005 0001780989-21-000060.hdr.sgml : 20211005 20211005123325 ACCESSION NUMBER: 0001780989-21-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211001 FILED AS OF DATE: 20211005 DATE AS OF CHANGE: 20211005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenstein Sara A. CENTRAL INDEX KEY: 0001626567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07665 FILM NUMBER: 211305721 MAIL ADDRESS: STREET 1: 600 GRANT STREET CITY: PITTSBURGH STATE: PA ZIP: 15219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LYDALL INC /DE/ CENTRAL INDEX KEY: 0000060977 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060865505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE COLONIAL RD STREET 2: P O BOX 151 CITY: MANCHESTER STATE: CT ZIP: 06045-0151 BUSINESS PHONE: 2036461233 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL BOARD CO DATE OF NAME CHANGE: 19700115 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2021-10-01 1 0000060977 LYDALL INC /DE/ LDL 0001626567 Greenstein Sara A. C/O LYDALL, INC. ONE COLONIAL ROAD MANCHESTER CT 06042 1 1 0 0 President and CEO Common Stock 2021-10-01 4 A 0 53500 0 A 219977 D Common Stock 2021-10-01 4 D 0 219977 D 0 D Non-Qualified Stock Option (Right to Buy) 18.62 2021-10-01 4 D 0 110620 D Common Stock 110620 0 D 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. Represents an increase from the number of Performance Shares granted under the Company's Amended and Restated 2012 Stock Incentive Plan on each of November 20, 2019 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 51,020 and 27,990 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"). Previously reported Restricted Stock and Performance Share awards were included in previously reported amount of securities beneficially owned. Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration. 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. Chad A. McDaniel attorney-in-fact for Sara A. Greenstein 2021-10-05 EX-24 2 attachment_2.htm

POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby

constitutes and appoints each of Randall B. Gonzales, Chad A. McDaniel,

William K. Piotrowski or Lora Frascarelli, signing singly, the

undersigned's true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of Lydall, Inc.

(the Company), Forms 3, 4, and 5 in accordance with Section 16 (a) of

the Securities Exchange Act of 1934 and the rules thereunder;



 (2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute

any such Form 3, 4, or 5, complete and execute any amendment or

amendments thereto, and timely file such form with the United States

Securities and Exchange Commission and any stock exchange or similar

authority; and



 (3) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of the Company,

Form 144's or any other document to be filed pursuant to Rule 144 of

the Securities Act of 1933 and any regulations thereunder with respect

to securities of the Company;



 (4) take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may

be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents

and purposes as the undersigned might or could do if personally

present, with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or

cause to be done by virtue of this power of attorney and the rights and

powers herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4 and 5 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact,



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 5th day of December 2019.





Signature:  /s/ Sara A. Greenstein

Print Name: Sara A. Greenstein