0001493152-23-026936.txt : 20230804 0001493152-23-026936.hdr.sgml : 20230804 20230804193210 ACCESSION NUMBER: 0001493152-23-026936 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230804 FILED AS OF DATE: 20230804 DATE AS OF CHANGE: 20230804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weinstein Allan D.L. CENTRAL INDEX KEY: 0001689917 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11916 FILM NUMBER: 231145347 MAIL ADDRESS: STREET 1: C/O WIRELESS TELECOM GROUP, INC. STREET 2: 25 EASTMANS RD. CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS TELECOM GROUP INC CENTRAL INDEX KEY: 0000878828 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 222582295 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 EASTMANS ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-386-9696 MAIL ADDRESS: STREET 1: 25 EASTMANS ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: NOISE COM INC/NJ DATE OF NAME CHANGE: 19930328 4 1 ownership.xml X0508 4 2023-08-04 1 0000878828 WIRELESS TELECOM GROUP INC WTT 0001689917 Weinstein Allan D.L. C/O WIRELESS TELECOM GROUP, INC. 25 EASTMANS RD. PARSIPPANY NJ 07054 1 0 0 0 0 Common Stock, par value $0.01 per share 2023-08-04 4 D 0 176250 D 0 D Stock Option 1.64 2023-08-04 4 D 0 35000 D 2026-11-09 Common Stock 35000 0 D Stock Option 1.65 2023-08-04 4 D 0 70000 D 2027-06-05 Common Stock 70000 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 24, 2023, by and among the Issuer, Maury Microwave, Inc., a Delaware corporation ("Maury"), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury ("Merger Sub"), effective August 4, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Maury. Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, par value $0.01 per share ("Issuer Common Stock"), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive a cash payment of $2.13 per share in cash (the "Merger Consideration), without interest and less applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was outstanding accelerated in full and was cancelled, and each share of Issuer Common Stock that was subject to such award was converted into the right to receive a cash payment of $2.13 per share in cash, without interest and less applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each stock option award (an "Issuer Stock Option Award") that was outstanding and that had an exercise price per share that was less than the Merger Consideration was accelerated in full and was cancelled, and each holder of such Issuer Stock Option Award will be paid an amount in cash with respect to each share of Issuer Common Stock subject to such option equal to the Merger Consideration less the applicable exercise price, less all applicable withholding and other authorized deductions. Each Issuer Stock Option Award with an exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable in respect thereof. /s/ Michael Kandell, as Attorney-in-Fact for Allan D L Weinstein 2023-08-04