Edgar Filing: SMITH THOMAS P

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SMITH THOMAS P

2. Issuer Name and Ticker or Trading Symbol
LYDALL INC /DE/ [LDL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former VP, CFO & Treasurer

(Last)

(First)

(Middle)

C/O LYDALL, INC., ONE COLONIAL ROAD, P. O. BOX 151

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009

(Street)

MANCHESTER, CT 06045-0151

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/03/2009		F		2,203 ⁽¹⁾	D	$ 5.21	14,732 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH THOMAS P C/O LYDALL, INC. ONE COLONIAL ROAD, P. O. BOX 151 MANCHESTER, CT 06045-0151				Former VP, CFO & Treasurer

Signatures

Kathleen Carroll, Attorney-in-fact for Thomas P. Smith		11/05/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In conjunction with the accelerated vesting on November 3, 2009 of 7,000 shares of restricted stock from restricted stock awards granted on December 7, 2006, December 3, 2007 and December 9, 2008, 2,203 shares of common stock were surrendered to satisfy tax obligations of the reporting person.
(2)	Includes (i) 1,245 shares acquired by the reporting person under the Issuer's Employee Stock Purchase Plan since January 2, 2009, (ii) 1,017 shares held by the reporting person in the Lydall 401(k) Plan; and (iii) 1,500 shares held by the reporting person's spouse. Excludes 4,000 shares subject to a performance stock award dated January 12, 2009 that expired on November 3, 2009 upon termination of reporting person's employment.
Remarks: In connection with the termination of the reporting person's employment on November 3, 2009, the vesting of 9,625 stock options held by the reporting person were accelerated. Accordingly, the reporting person holds a total of 77,000 fully-vested and exercisable incentive stock options and non-qualified stock options expiring at various dates between February 3, 2010 and December 8, 2018.

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