SEC Form 4: Whelan Timothy returned 286,040 shares to the company and covered exercise/tax liability with 33,833 shares, closing all direct ownership in the company
$WTT
Telecommunications Equipment
Telecommunications
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC [ WTT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 01/07/2023 | F | 33,833 | D | $1.89 | 286,040 | D | |||
| Common Stock, par value $0.01 per share | 08/04/2023 | D(1)(2)(3) | 286,040 | D | (1)(2)(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $1.3 | 08/04/2023 | D | 130,000 | (4) | 11/19/2025 | Common Stock | 130,000 | (4) | 0 | D | ||||
| Stock Option | $1.34 | 08/04/2023 | D | 400,000 | (4) | 06/30/2026 | Common Stock | 400,000 | (4) | 0 | D | ||||
| Stock Option | $1.65 | 08/04/2023 | D | 200,000 | (4) | 06/05/2027 | Common Stock | 200,000 | (4) | 0 | D | ||||
| Stock Option | $1.5 | 08/04/2023 | D | 100,000 | (4) | 04/07/2030 | Common Stock | 100,000 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award that was outstanding, accelerated in full and was cancelled and terminated as of the Effective Time, and each share of Issuer Common Stock that was subject to such award was converted into the right to receive the Merger Consideration, without interest and less applicable withholding taxes. |
| 4. 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 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 Timothy Whelan | 08/04/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||