Balog Theresa A - Jul 2, 2024 Form 4 Insider Report for Inrad Optics, Inc. (INRD)

Role
Chief Financial Officer
Signature
/s/ Theresa Balog
Stock symbol
INRD
Transactions as of
Jul 2, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 08:26 AM
Previous filing
Mar 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INRD Common Stock Disposed to Issuer -14.9K -100% 0 Jul 2, 2024 By 401(k) F1

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 INRD Stock Option Disposed to Issuer -30K -100% 0 Jul 2, 2024 Common Stock 30K $0.62 Direct F2
transaction INRD Stock Option Disposed to Issuer -30K -100% 0 Jul 2, 2024 Common Stock 30K $1.20 Direct F3
transaction INRD Stock Option Disposed to Issuer -15K -100% 0 Jul 2, 2024 Common Stock 15K $1.48 Direct F3
transaction INRD Stock Option Disposed to Issuer -15K -100% 0 Jul 2, 2024 Common Stock 15K $1.80 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Balog Theresa A is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Agreement and Plan of Merger, dated April 8, 2024 (the "Merger Agreement") by and among the Issuer, Luxium Solutions, LLC ("Parent") and Indigo Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, and the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each share of the Issuer's Common Stock was automatically converted into the right to receive $1.10 in cash (the "Merger Consideration").
F2 At the Effective Time, each stock option, whether vested or unvested and which has a per share exercise price that is less than the per share Merger Consideration (each, an "In the Money Option") will be cancelled and automatically converted into the right to receive cash in the amount equal to the product of (i) the amount by which the per share Merger Consideration exceeds the exercise price per share of such In the Money Option and (ii) the total number of shares subject to such In the Money Option, net of applicable withholding.
F3 At the Effective Time, each stock option that is not an In the Money Option will be cancelled and cease to exist and the reporting person will not be entitled to payment of any consideration.