SEC FORM 4

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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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^*

Greenstein Sara A.

(Last)

(First)

(Middle)

C/O LYDALL, INC.

ONE COLONIAL ROAD

(Street)

MANCHESTER

06042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LYDALL INC /DE/ [ LDL ]

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

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

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2021		A		53,500⁽²⁾	A	$0	219,977⁽³⁾	D
Common Stock	10/01/2021		D⁽¹⁾		219,977	D	⁽⁴⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy)	$18.62	10/01/2021		D			110,620	⁽⁵⁾	⁽⁵⁾	Common Stock	110,620	⁽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 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").

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 Sara A. Greenstein	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).
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