Michael Millegan - Aug 4, 2023 Form 4 Insider Report for WIRELESS TELECOM GROUP INC (WTT)

Role: Director
Signature: /s/ Michael Kandell, as Attorney-in-Fact for Michael Millegan
Stock symbol: WTT
Transactions as of: Aug 4, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/4/2023, 07:32 PM
Previous filing: Jul 21, 2023
Next filing: Jan 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WTT	Common Stock, par value $0.01 per share	Disposed to Issuer		-176K	-100%		0	Aug 4, 2023	Direct	F1, F2, 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	WTT	Stock Option	Disposed to Issuer		-35K	-100%		0	Aug 4, 2023	Common Stock	35K	$1.59	Direct	F4
transaction	WTT	Stock Option	Disposed to Issuer		-70K	-100%		0	Aug 4, 2023	Common Stock	70K	$1.65	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Millegan 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 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.
F2	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.
F3	Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was outstanding accelerated in full and was cancelled, and each share of Issuer Common Stock that was subject to such award was converted into the right to receive a cash payment of $2.13 per share in cash, without interest and less applicable withholding taxes.
F4	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 Award 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.