John J. Tedone - 01 Oct 2021 Form 4 Insider Report for LYDALL INC /DE/

Footnote 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.

Footnote 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 May 4, 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 7,890 and 2,440 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").

Footnote F3

Previously reported Restricted Stock and Performance Share awards were included in previously reported amount of securities beneficially owned.

Footnote F4

Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.

Footnote 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.