4//SEC Filing
STONEGATE MORTGAGE CORP 4
Accession 0000899243-17-016637
CIK 0001454389operating
Filed
Jun 18, 8:00 PM ET
Accepted
Jun 19, 12:45 PM ET
Size
12.1 KB
Accession
0000899243-17-016637
Insider Transaction Report
Form 4
Levinson Sam
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy Common Stock)
2017-05-31−17,944→ 0 totalExercise: $18.00Exp: 2018-05-15→ Common Stock (17,944 underlying) - Disposition to Issuer
Common Stock
2017-05-31$8.00/sh−1,990,061$15,920,488→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock Warrants
2017-05-31−35,156→ 0 total(indirect: See footnote)Exercise: $18.00Exp: 2023-05-15→ Common Stock (35,156 underlying)
Footnotes (7)
- [F1]Includes 694,567 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") owned by Diaco Investments LP, 1,042,140 shares of Stonegate Common Stock owned by Glick Pluchenik 2011 Trust, 225,000 shares of Stonegate Common Stock owned by Chichester Fund Limited and 28,354 restricted stock units (each, a "Stonegate RSU") owned by Mr. Levinson.
- [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]Mr. Levinson is the chief investment officer of Siget NY Partners, LP, which is the investment management company for Diaco Investments LP. Mr. Levinson is a principal and managing partner of Glick Family Investments, a private family office located in New York, New York. Individuals within the Glick Family Office control decisions related to securities held by Glick Pluchenik 2011 Trust and Chichester Fund Limited.
- [F5]Pursuant to the Merger Agreement, any stock option with an exercise price per share of Stonegate Common Stock that was greater than or equal to the Merger Consideration was cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment.
- [F6]Represents 35,156 shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (the "Stonegate Warrants") by Glick Pluchenik 2011 Trust pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").
- [F7]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.
Documents
Issuer
STONEGATE MORTGAGE CORP
CIK 0001454389
Entity typeoperating
IncorporatedOH
Related Parties
1- filerCIK 0001454389
Filing Metadata
- Form type
- 4
- Filed
- Jun 18, 8:00 PM ET
- Accepted
- Jun 19, 12:45 PM ET
- Size
- 12.1 KB