Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Eskilson Amy
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2. Issuer Name and Ticker or Trading Symbol
Inrad Optics, Inc. [INRD]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President & CEO /
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(Last)
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(First)
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(Middle)
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181 LEGRAND AVENUE
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NORTHVALE
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NJ
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07647
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Eskilson Amy
181 LEGRAND AVENUE
NORTHVALE, NJ07647
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X
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President & CEO
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Signatures
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/s/ Theresa Balog, Attorney-in-fact
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2024-07-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Pursuant to that certain Agreement and Plan of Merger, dated April 8, 2024 (the "Merger Agreement") by and among the Issuer, Luxium Solutions, LLC ("Parent") and Indigo Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, and the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each share of the Issuer's Common Stock was automatically converted into the right to receive $1.10 in cash (the "Merger Consideration").
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(2)
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At the Effective Time, each stock option, whether vested or unvested and which has a per share exercise price that is less than the per share Merger Consideration (each, an "In the Money Option") will be cancelled and automatically converted into the right to receive cash in the amount equal to the product of (i) the amount by which the per share Merger Consideration exceeds the exercise price per share of such In the Money Option and (ii) the total number of shares subject to such In the Money Option, net of applicable withholding.
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(3)
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At the Effective Time, each stock option that is not an In the Money Option will be cancelled and cease to exist and the reporting person will not be entitled to payment of any consideration.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
