Philip Irving Smith - 24 May 2022 Form 4 Insider Report for INTRICON CORP

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 24 May 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 25 May 2022, 14:43:53 UTC
Prior SEC filing: 20 May 2022
Next SEC filing: 01 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Scott Longval, attorney-in-fact

Key filing fact

Philip Irving Smith filed Form 4 for INTRICON CORP on 25 May 2022.

Key facts

This page summarizes Philip Irving Smith's Form 4 filing for INTRICON CORP.
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 25 May 2022, 14:43.

Change

Previous filing in this sequence was filed on 20 May 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

IIN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -12,203
Change %: -75%
Price
Shares after: 4,124
Date: 24 May 2022
Ownership: Direct
Footnotes: F1

IIN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -4,124
Change %: -100%
Price
Shares after: 0
Date: 24 May 2022
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

IIN transaction Derivative

Option to Purchase

Disposed to Issuer

Transaction value
Shares: -3,333
Change %: -100%
Price
Shares after: 0
Date: 24 May 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,333
Exercise price: $5.85
Footnotes: F3

IIN transaction Derivative

Option to Purchase

Disposed to Issuer

Transaction value
Shares: -6,667
Change %: -100%
Price
Shares after: 0
Date: 24 May 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,667
Exercise price: $8.80
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Philip Irving Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

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

Footnote F2

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.

Footnote F3

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.