SMITH PHILIP IRVING 4
4 · INTRICON CORP · Filed May 25, 2022
Insider Transaction Report
Form 4
SMITH PHILIP IRVING
Director
Transactions
- Disposition to Issuer
Common Stock
2022-05-24−12,203→ 4,124 total - Disposition to Issuer
Option to Purchase
2022-05-24−3,333→ 0 totalExercise: $5.85Exp: 2026-04-28→ Common Stock (3,333 underlying) - Disposition to Issuer
Option to Purchase
2022-05-24−6,667→ 0 totalExercise: $8.80Exp: 2027-04-27→ Common Stock (6,667 underlying) - Disposition to Issuer
Common Stock
2022-05-24−4,124→ 0 total
Footnotes (3)
- [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
- [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.
- [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.