4//SEC Filing
STONEGATE MORTGAGE CORP 4
Accession 0000899243-17-014891
CIK 0001454389operating
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 11:15 AM ET
Size
12.3 KB
Accession
0000899243-17-014891
Insider Transaction Report
Form 4
Bhatt Kevin
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-05-31$8.00/sh−7,217,379$57,739,032→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock Warrants
2017-05-31−238,715→ 0 total(indirect: See footnote)Exercise: $18.00Exp: 2018-05-15→ Common Stock (238,715 underlying) - Disposition to Issuer
Common Stock Warrants
2017-05-31−3,906→ 0 total(indirect: See footnote)Exercise: $18.00Exp: 2018-05-15→ Common Stock (3,906 underlying)
Footnotes (7)
- [F1]Includes (a) 6,930,757 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") currently held of record by Stonegate Investors Holdings, LLC, (b) 91,984 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners, LLC, (c) 104,691 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners I, LP, (d) 33,239 shares of Stonegate Common Stock currently held of record by Long Ridge Offshore Subsidiary Holdings, LLC, and (e) 56,708 restricted stock units (each, a "Stonegate RSU") granted to Long Ridge Capital Management, LP.
- [F2]Pursuant to the Agreement and Plan of Merger, dated January 26, 2017 (the "Merger Agreement"), among Stonegate, Home Point Financial Corporation and Longhorn Merger Sub, Inc., upon completion of the merger as contemplated by the Merger Agreement, each share of Stonegate Common Stock held by the reporting person was converted into the right to receive $8.00 in cash (the "Merger Consideration").
- [F3]Upon completion of the merger, each Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Stonegate Common Stock subject to such Stonegate RSU immediately prior to completion of the merger and (ii) the Merger Consideration, less applicable tax withholdings.
- [F4]Represents shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (each, a "Stonegate Warrant") and held by Long Ridge Equity Partners, LLC pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").
- [F5]The Stonegate Warrants were cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment because the exercise price of the Stonegate Warrants was greater than the Merger Consideration.
- [F6]Represents Stonegate Warrants held by Stonegate Investors Holdings, LLC pursuant to the Warrant Agreement.
- [F7]Messrs. Bhatt and Brown are each principals and officers of certain affiliates of Long Ridge Equity Partners, LLC, whose ownership is detailed in footnote (1) above. Each of Messrs. Bhatt and Brown may be deemed to be the beneficial owner of, and have control over, the Stonegate Common Stock and the Stonegate Warrants owned by Long Ridge Equity Partners, LLC and its affiliates.
Documents
Issuer
STONEGATE MORTGAGE CORP
CIK 0001454389
Entity typeoperating
IncorporatedOH
Related Parties
1- filerCIK 0001454389
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 11:15 AM ET
- Size
- 12.3 KB