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