Ashish P. Diwanji - Oct 1, 2021 Form 4 Insider Report for LYDALL INC /DE/ (LDL)

Role: President, Perf Materials
Signature: Chad A. McDaniel attorney-in-fact for Ashish P. Diwanji
Stock symbol: LDL
Transactions as of: Oct 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/5/2021, 10:52 AM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LDL	Common Stock	Award	$0	+14.9K	+36.1%	$0.00	56.3K	Oct 1, 2021	Direct	F2, F3
transaction	LDL	Common Stock	Disposed to Issuer		-56.3K	-100%		0	Oct 1, 2021	Direct	F1, F4

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	LDL	Non-Qualified Stock Option (Right to Buy)	Disposed to Issuer		-40.9K	-100%		0	Oct 1, 2021	Common Stock	40.9K	$8.69	Direct	F5

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

Ashish P. Diwanji is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of June 21, 2021, by and among Lydall, Inc., Unifrax Holding Co., Outback Merger Sub, Inc. and Unifrax I LLC, as it may be amended from time to time, referred to as the Merger Agreement.
F2	Represents an increase from the number of Performance Shares granted under the Company's Amended and Restated 2012 Stock Incentive Plan on each of April 24, 2020 and February 22, 2021 following the certification, on October 1, 2021, by the Board of Directors of the attainment of the performance criteria set forth in the award in excess of target. The shares covered by this report, as well as the original 17,260 and 6,315 shares underlying the awards previously reported on the above dates vested in full on October 1, 2021 and were converted in the Merger into the right to receive $62.10 in cash per share underlying the Performance Shares (the "Merger Consideration").
F3	Previously reported Restricted Stock and Performance Share awards were included in previously reported amount of securities beneficially owned.
F4	Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
F5	Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $62.10 was automatically canceled and converted into the right to receive an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $62.10 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement.