Timothy Whelan - Jan 7, 2023 Form 4 Insider Report for WIRELESS TELECOM GROUP INC (WTT)

Role
Chief Executive Officer
Signature
/s/ Michael Kandell, as Attorney-in-Fact for Timothy Whelan
Stock symbol
WTT
Transactions as of
Jan 7, 2023
Transactions value $
-$63,944
Form type
4
Date filed
8/4/2023, 07:32 PM
Previous filing
Jan 10, 2022

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 Tax liability -$63.9K -33.8K -10.58% $1.89 286K Jan 7, 2023 Direct
transaction WTT Common Stock, par value $0.01 per share Disposed to Issuer -286K -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 -130K -100% 0 Aug 4, 2023 Common Stock 130K $1.30 Direct F4
transaction WTT Stock Option Disposed to Issuer -400K -100% 0 Aug 4, 2023 Common Stock 400K $1.34 Direct F4
transaction WTT Stock Option Disposed to Issuer -200K -100% 0 Aug 4, 2023 Common Stock 200K $1.65 Direct F4
transaction WTT Stock Option Disposed to Issuer -100K -100% 0 Aug 4, 2023 Common Stock 100K $1.50 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy Whelan 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 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.
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 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.