0000897101-22-000557.txt : 20220525 0000897101-22-000557.hdr.sgml : 20220525 20220525143157 ACCESSION NUMBER: 0000897101-22-000557 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220524 FILED AS OF DATE: 20220525 DATE AS OF CHANGE: 20220525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geraci Michael CENTRAL INDEX KEY: 0001335027 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05005 FILM NUMBER: 22962005 MAIL ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTRICON CORP CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 BUSINESS PHONE: 6516369770 MAIL ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: SELAS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 4 1 ownership.xml FORM 4 X0306 4 2022-05-24 1 0000088790 INTRICON CORP IIN 0001335027 Geraci Michael C/O INTRICON CORPORATION 1260 RED FOX ROAD ARDEN HILLS MN 55112 0 1 0 0 VP Sales & Marketing Common Stock 2022-05-24 4 A 0 4021 0 A 54036 D Common Stock 2022-05-24 4 D 0 49912 D 4124 D Common Stock 2022-05-24 4 D 0 4124 D 0 D Option to Purchase 4.05 2022-05-24 4 D 0 10000 D 2023-01-05 Common Stock 10000 0 D Option to Purchase 7.58 2022-05-24 4 D 0 4000 D 2026-01-03 Common Stock 4000 0 D Option to Purchase 7.05 2022-05-24 4 D 0 12000 D 2027-07-26 Common Stock 12000 0 D Represents vesting of performance restricted stock units at the target level pursuant to the Merger Agreement (as defined below). Disposed of pursuant to an Agreement and Plan of Merger, dated as of February 27, 2022 (the "Merger Agreement") by and among the Issuer, IIN Holding Company Inc., a Delaware corporation ("Parent"), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Each share of common stock exchanged in the Merger will receive cash of $24.25 per share. Disposed of pursuant to a rollover agreement between the reporting person and IIN Holdings LLC, a Delaware limited liability company and the majority equity holder of Parent ("Holdings"), entered into in connection with the Merger Agreement, in exchange for equity interests of Holdings having an equivalent value as of the effective date of the Merger based on the consideration payable in the Merger of $24.25 per share. Pursuant to the Merger Agreement, each option to purchase common stock was canceled in exchange for a cash payment of $24.25 per share less the exercise per share price of the option. All options were fully vested at the time the Merger Agreement was signed. /s/ Scott Longval, attorney-in-fact 2022-05-25