Michael Geraci - 24 May 2022 Form 4 Insider Report for INTRICON CORP

Role
VP Sales & Marketing
Signature
/s/ Scott Longval, attorney-in-fact
Issuer symbol
N/A
Transactions as of
24 May 2022
Net transactions value
$0
Form type
4
Filing time
25 May 2022, 14:31:57 UTC
Previous filing
13 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IIN Common Stock Award $0 +4,021 +8% $0.000000 54,036 24 May 2022 Direct F1
transaction IIN Common Stock Disposed to Issuer -49,912 -92% 4,124 24 May 2022 Direct F2
transaction IIN Common Stock Disposed to Issuer -4,124 -100% 0 24 May 2022 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IIN Option to Purchase Disposed to Issuer -10,000 -100% 0 24 May 2022 Common Stock 10,000 $4.05 Direct F4
transaction IIN Option to Purchase Disposed to Issuer -4,000 -100% 0 24 May 2022 Common Stock 4,000 $7.58 Direct F4
transaction IIN Option to Purchase Disposed to Issuer -12,000 -100% 0 24 May 2022 Common Stock 12,000 $7.05 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Geraci is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents vesting of performance restricted stock units at the target level pursuant to the Merger Agreement (as defined below).
F2 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.
F3 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.
F4 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.