Edgar Filing: LYDALL INC /DE/

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 ^*

GURLEY WILLIAM D

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O LYDALL, INC., ONE COLONIAL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2010

(Street)

MANCHESTER, CT 06042

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

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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

Option to Buy

$ 8.65

04/28/2010

325

04/28/2011⁽¹⁾

04/27/2020⁽²⁾

Common Stock

325

$ 0

325

Option to Buy

$ 8.65

04/28/2010

3,000

04/28/2011⁽³⁾

04/27/2020⁽⁴⁾

Common Stock

3,000

$ 0

3,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GURLEY WILLIAM D C/O LYDALL, INC. ONE COLONIAL ROAD MANCHESTER, CT 06042	X

Signatures

Paul G. Igoe, Attorney-in-fact for William D. Gurley		04/29/2010
^**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)	Non-qualified stock options granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan. These options are granted automatically on the date of the Annual Meeting of Shareholders to each person then serving as an Outside Director of the Issuer and become exercisable in three equal installments commencing on the first anniversary of the date of grant.
(2)	Options are exercisable until the earlier of ten years from date of grant or a period of three years from the date on which such person ceases to be a Director of the Issuer.
(3)	Non-qualified stock options granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan. These options are granted automatically on the date of the Annual Meeting of Shareholders to each person then serving as an Outside Director of the Issuer and become exercisable in four equal annual installments commencing as of the first anniversary of the date of grant.
(4)	Options are exercisable until the earlier of ten years from date of grant or a period of three months from the date such person ceases to be a Director of the Issuer (for any reason other than death).

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