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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 8/4/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 878828 |
| Issuer Name: WIRELESS TELECOM GROUP INC |
| Issuer Trading Symbol: WTT |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1192754 |
| | Owner Name: GIBSON C SCOTT |
| Reporting Owner Address: |
| | Owner Street 1: C/O WIRELESS TELECOM GROUP, INC. |
| | Owner Street 2: 25 EASTMANS RD |
| | Owner City: PARSIPPANY |
| | Owner State: NJ |
| | Owner ZIP Code: 07054 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.01 per share |
| | Transaction Date: |
| | | Value: 8/4/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 60,650 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| 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. |
| Owner Signature: |
| Signature Name: /s/ Michael Kandell, as Attorney in Fact for Scott Gibson |
| Signature Date: 8/4/23 |
