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Form 4 INTRICON CORP For: May 24 Filed by: GORDER MARK STEPHEN

May 25, 2022 2:54 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
GORDER MARK STEPHEN
(Last) (First) (Middle)
C/O INTRICON CORPORATION
1260 RED FOX ROAD
(Street)
ARDEN HILLS MN 55112
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTRICON CORP [ IIN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/24/2022   D   265,616 D (1) 103,093 D  
Common Stock 05/24/2022   D   103,093 D (2) 0 D  
Common Stock 05/24/2022   D   5,000 D (1) 0 I (3) Indirect by Spouse
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Option to Purchase $ 4.05 05/24/2022   D     25,000   (4) 01/05/2023 Common Stock 25,000 (4) 0 D  
Option to Purchase $ 3.85 05/24/2022   D     12,500   (4) 01/02/2024 Common Stock 12,500 (4) 0 D  
Option to Purchase $ 6.87 05/24/2022   D     20,000   (4) 01/01/2025 Common Stock 20,000 (4) 0 D  
Option to Purchase $ 7.58 05/24/2022   D     20,000   (4) 01/03/2026 Common Stock 20,000 (4) 0 D  
Option to Purchase $ 6.9 05/24/2022   D     20,000   (4) 01/02/2027 Common Stock 20,000 (4) 0 D  
Option to Purchase $ 7.05 05/24/2022   D     15,750   (4) 07/26/2027 Common Stock 15,750 (4) 0 D  
Explanation of Responses:
1. 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
2. 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.
3. Represents shares owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these shares.
4. 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.
/s/ Scott Longval, attorney-in-fact 05/25/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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