Statement of Changes in Beneficial Ownership (4)
November 22 2019 - 2:25PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Greenstein Sara A. |
2. Issuer Name and Ticker or Trading Symbol
LYDALL INC /DE/
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LDL
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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 |
(Last)
(First)
(Middle)
C/O LYDALL, INC., ONE COLONIAL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2019 |
(Street)
MANCHESTER, CT 06042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/20/2019 | | A | | 51020 (1) | A | $0 | 51020 | D | |
Common Stock | 11/20/2019 | | A | | 56391 (2) | A | $0 | 107411 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option to Buy | $18.62 | 11/20/2019 | | A | | 110620 | | 11/20/2020 (3) | 11/19/2029 | Common Stock | 110620 | $0 | 110620 | D | |
Explanation of Responses: |
(1) | Represents an award of Performance Shares granted under that certain Inducement Performance Share Award Agreement, dated November 20, 2019 pursuant to the inducement grant exception under NYSE Listing Company Manual Rule 303A.08 ("Rule 303A.08") which award is subject to substantial risk of forfeiture and vests, if at all, to the extent determined upon certification by the Compensation Committee of the Board of Directors of the Company, that the Company has achieved certain specified financial performance criteria during the three-year-period, January 1, 2020 through December 31, 2022. |
(2) | Restricted stock award granted under that certain Inducement Restricted Share Award Agreement, dated November 20, 2019 pursuant to Rule 303A.08, consisting of 56,391shares, which vest in three equal installments commencing on the first anniversity of the Grant Date. |
(3) | Stock options granted under that certain Inducement Nonqualified Stock Option Award Agreement, dated November 20, 2019 pursuant to Rule 303A.08. Options become exercisable at the rate of one-third per year, beginning one year from initial grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Greenstein Sara A. C/O LYDALL, INC. ONE COLONIAL ROAD MANCHESTER, CT 06042 | X |
| President and CEO |
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Signatures
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Chad A. McDaniel attorney-in-fact for Sara A. Greenstein | | 11/22/2019 |
**Signature of Reporting Person | Date |
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