Sec Form 4 Filing - BARNHART DALE G @ LYDALL INC /DE/ - 2017-02-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BARNHART DALE G
2. Issuer Name and Ticker or Trading Symbol
LYDALL INC /DE/ [ LDL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O LYDALL, INC., ONE COLONIAL ROAD, P.O. BOX 151
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2017
(Street)
MANCHESTER, CT06045-0151
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2017 A 6,000 ( 1 ) A $ 0 243,355 D
Common Stock 02/17/2017 F 14,114 ( 2 ) D $ 59.35 229,241 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARNHART DALE G
C/O LYDALL, INC.
ONE COLONIAL ROAD, P.O. BOX 151
MANCHESTER, CT06045-0151
X President & CEO
Signatures
Chad A. McDaniel, Attorney-in-fact, for Dale G. Barnhart 02/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an increase from the number of Performance Shares granted under the Company's 2012 Stock Incentive Compensation Plan on March 7, 2014, following the certification, on February 17, 2017, by the Compensation Committee 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 30,000 shares underlying the award previously reported on March 11, 2014, vested in full on February 17, 2017.
( 2 )In conjunction with the vesting on February 17, 2017 of 36,000 performance shares from the Performance Share Award granted on March 7, 2014 and certified on February 17, 2017, 14,114 shares of common stock were surrendered to satisfy tax obligations on the reporting person.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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