Westell Technologies : Financial Disclosure FY 2022

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Westell Technologies, Inc.

750 North Commons Drive

Aurora, IL 60504

_______________________________

1. 898-2500www.westell.com [e-mail] SIC Code: 3661

AnnualReport

For the Period Ending: March 31, 2022

(the "Reporting Period")

As of March 31, 2022 (the current reporting period), the number of shares outstanding of our Class A Common Stock was: 7,705,826and the number of shares outstanding of our Class B Common Stock was: 3,484,287.

As of December 31, 2021, (the previous reporting period), the number of shares outstanding of our Class A Common Stock was: 7,703,250and the number of shares outstanding of our Class B Common Stock was: 3,484,287.

As of March 31, 2021, (the most recent completed fiscal year end date), the number of shares outstanding of our Class A Common Stock was: 7,521,271and the number of shares outstanding of our Class B Common Stock was: 3,484,287.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Westell Technologies, Inc. (Formerly known as Electronic Information Technologies, Inc. - Name changed in October 1995 and previously formally known as R-COM, INC. - Name changed in November 1992.)

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Issuer is a Corporation incorporated in the State of Delaware on 10/29/1980. Current standing: Active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None.

The address(es) of the issuer's principal executive office:

750 North Commons Drive, Aurora, IL 60504

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None.
2)	Security Information
Trading symbol:	WSTL
Exact title and class of securities outstanding:	Class A Common Stock
CUSIP:		957541303
Par or stated value:	par value: $0.01 per share
Total shares authorized:	109,000,000as of date: March 31, 2022
Total shares outstanding:	7,705,826	as of date: March 31, 2022
Number of shares in the Public Float2:	6,888,563	as of date: March 31, 2022
Total number of shareholders of record:	77for Class A Common Stock as of date: March 31, 2022and
		4for Class B Common Stock as of date: March 31, 2022

All additional class(es) of publicly traded securities (if any):

The Company does not have any additional classes of publicly traded securities, but we do have the following additional classes of securities that are not publicly traded:

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

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Trading symbol:	N/A
Exact title and class of securities outstanding:	Class B Common Stock(1)
CUSIP:	N/A
Par or stated value:	par value: $0.01 per share
Total shares authorized:	25,000,000	as of date: March 31, 2022
Total shares outstanding:	3,484,287	as of date: March 31, 2022

1. Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.

Trading symbol:	N/A
Exact title and class of securities outstanding:	Preferred Stock
CUSIP:		N/A
Par or stated value:	par value: $0.01 per share
Total shares authorized:	1,000,000	as of date: March 31, 2022
Total shares outstanding:	None	as of date: March 31, 2022
Transfer Agent
Name:	Broadridge Corporate Issuer Solutions, Inc.
Phone:	[phone]
Email:	[e-mail]
Address: 1155 Long Island Avenue, Englewood, NY 11717
Is the Transfer Agent registered under the Exchange Act?3	Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

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Shares Outstanding as of Second Most Recent
Fiscal Year End:		Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date 03/31/2020	Class A Common: 12,224,450
	Class B Common: 3,484,287
		Preferred: 0
Date of		Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction		type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
		shares			share) at	to market	have individual	-OR-
		returned to			Issuance	price at	with voting /	Nature of
		treasury)			(1)	the time	investment	Services
						of	control	Provided
						issuance?	disclosed).
						(Yes/No)
4/1/2020		New	8,334	Class A	$0.78	No	Jeniffer L.	Employee	Unrestricted	S-8
		issuance					Jaynes	Compensation
4/1/2020		Shares	(2,883)	Class A	$0.78	No	Jeniffer L.	Repurchase for	Unrestricted	S-8
		returned to					Jaynes	tax withholdings
		Treasury
4/1/2020		New	11,667	Class A	$0.78	No	Jesse	Employee	Unrestricted	S-8
		issuance					Swartwood	Compensation
4/1/2020		Shares	(4,036)	Class A	$0.78	No	Jesse	Repurchase for	Unrestricted	S-8
		returned to					Swartwood	tax withholdings
		Treasury
4/1/2020		New	72,426	Class A	$0.78	No	Employee(s)	Employee	Unrestricted	S-8
		issuance						Compensation
4/1/2020		Shares	(24,857)	Class A	$0.78	No	Employee(s)	Repurchase for	Unrestricted	S-8
		returned to						tax withholdings
		Treasury
4/2/2020		New	3,833	Class A	$0.73	No	Jeniffer L.	Employee	Unrestricted	S-8
		issuance					Jaynes	Compensation
4/2/2020		Shares	(1,326)	Class A	$0.73	No	Jeniffer L.	Repurchase for	Unrestricted	S-8
		returned to					Jaynes	tax withholdings
		Treasury
4/2/2020		New	8,333	Class A	$0.73	No	Jesse	Employee	Unrestricted	S-8
		issuance					Swartwood	Compensation
4/2/2020		Shares	(2,883)	Class A	$0.73	No	Jesse	Repurchase for	Unrestricted	S-8
		returned to					Swartwood	tax withholdings
		Treasury
4/2/2020		New	48,338	Class A	$0.73	No	Employee(s)	Employee	Unrestricted	S-8
		issuance						Compensation
4/2/2020		Shares	(16,621)	Class A	$0.73	No	Employee(s)	Repurchase for	Unrestricted	S-8
		returned to						tax withholdings
		Treasury
6/26/2020		New	7,666	Class A	$0.78	No	Employee(s)	Employee	Unrestricted	S-8
		issuance						Compensation

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Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
6/26/2020	Shares	(2,561)	Class A	$0.78	No	Employee(s)	Repurchase for	Unrestricted	S-8
	returned to						tax withholdings
	Treasury
7/17/2020	New	2,334	Class A	$1.18	No	Employee(s)	Employee	Unrestricted	S-8
	issuance						Compensation
7/17/2020	Shares	(807)	Class A	$1.18	No	Employee(s)	Repurchase for	Unrestricted	S-8
	returned to						tax withholdings
	Treasury
7/30/2020	New	8,333	Class A	$1.10	No	Employee(s)	Employee	Unrestricted	S-8
	issuance						Compensation
7/30/2020	Shares	(2,948)	Class A	$1.10	No	Employee(s)	Repurchase for	Unrestricted	S-8
	returned to						tax withholdings
	Treasury
8/26/2020	New	15,000	Class A	$1.08	No	Jeniffer L.	Employee	Unrestricted	S-8
	issuance					Jaynes	Compensation
8/26/2020	Shares	(4,340)	Class A	$1.08	No	Jeniffer L.	Repurchase for	Unrestricted	S-8
	returned to					Jaynes	tax withholdings
	Treasury
9/1/2020	New	33,333	Class A	$1.06	No	Timothy L.	Employee	Unrestricted	S-8
	issuance					Duitsman	Compensation
9/17/2020	New	4,999	Class A	$1.10	No	Employee(s)	Employee	Unrestricted	S-8
	issuance						Compensation
9/17/2020	Shares	(1,481)	Class A	$1.10	No	Employee(s)	Repurchase for	Unrestricted	S-8
	returned to						tax withholdings
	Treasury
9/29/2020	New	4,032	Class A	$1.24	No	Kirk R.	Board	Unrestricted	S-8
	issuance					Brannock	Compensation
9/29/2020	New	4,032	Class A	$1.24	No	Scott C.	Board	Unrestricted	S-8
	issuance					Chandler	Compensation
9/29/2020	New	4,032	Class A	$1.24	No	Robert W.	Board	Unrestricted	S-8
	issuance					Foskett	Compensation
9/29/2020	New	4,032	Class A	$1.24	No	Robert C.	Board	Unrestricted	S-8
	issuance					Penny III	Compensation
9/29/2020	New	4,032	Class A	$1.24	No	Cary B. Wood	Board	Unrestricted	S-8
	issuance						Compensation

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