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 *
Weinstein Allan D.L.
  2. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC [WTT] 		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 WIRELESS TELECOM GROUP, INC., 25 EASTMANS RD.		 3. Date of Earliest Transaction (Month/Day/Year)
08/04/2023
(Street)

PARSIPPANY, NJ 07054		 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, par value $0.01 per share 08/04/2023   D(1)(2)(3)   176,250 D (1) (2) (3) 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 1.64 08/04/2023   D     35,000   (4) 11/09/2026 Common Stock 35,000 (4) 0 D  
Stock Option $ 1.65 08/04/2023   D     70,000   (4) 06/05/2027 Common Stock 70,000 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Weinstein Allan D.L.
C/O WIRELESS TELECOM GROUP, INC.
25 EASTMANS RD.
PARSIPPANY, NJ 07054		   X      

Signatures

 /s/ Michael Kandell, as Attorney-in-Fact for Allan D L Weinstein   08/04/2023
**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) Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 24, 2023, by and among the Issuer, Maury Microwave, Inc., a Delaware corporation ("Maury"), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury ("Merger Sub"), effective August 4, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Maury.
(2) Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, par value $0.01 per share ("Issuer Common Stock"), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive a cash payment of $2.13 per share in cash (the "Merger Consideration), without interest and less applicable withholding taxes.
(3) Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was outstanding accelerated in full and was cancelled, and each share of Issuer Common Stock that was subject to such award was converted into the right to receive a cash payment of $2.13 per share in cash, without interest and less applicable withholding taxes.
(4) Pursuant to the Merger Agreement, at the Effective Time, each stock option award (an "Issuer Stock Option Award") that was outstanding and that had an exercise price per share that was less than the Merger Consideration was accelerated in full and was cancelled, and each holder of such Issuer Stock Option Award will be paid an amount in cash with respect to each share of Issuer Common Stock subject to such option equal to the Merger Consideration less the applicable exercise price, less all applicable withholding and other authorized deductions. Each Issuer Stock Option Award with an exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable in respect thereof.

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