Allan D. L. Weinstein - 04 Aug 2023 Form 4 Insider Report for WIRELESS TELECOM GROUP INC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 04 Aug 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Aug 2023, 19:32:10 UTC
Prior SEC filing: 16 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Michael Kandell, as Attorney-in-Fact for Allan D L Weinstein

Key filing fact

Allan D. L. Weinstein filed Form 4 for WIRELESS TELECOM GROUP INC on 04 Aug 2023.

Key facts

This page summarizes Allan D. L. Weinstein's Form 4 filing for WIRELESS TELECOM GROUP INC.
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 04 Aug 2023, 19:32.

Change

Previous filing in this sequence was filed on 16 Jun 2023.
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.

WTT transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value
Shares: -176,250
Change %: -100%
Price
Shares after: 0
Date: 04 Aug 2023
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

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

WTT transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -35,000
Change %: -100%
Price
Shares after: 0
Date: 04 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 35,000
Exercise price: $1.64
Footnotes: F4

WTT transaction Derivative

Stock Option

Disposed to Issuer

Transaction value
Shares: -70,000
Change %: -100%
Price
Shares after: 0
Date: 04 Aug 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 70,000
Exercise price: $1.65
Footnotes: F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Allan D. L. Weinstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.