4//SEC Filing
McCarthy Partners, LLC 4
Accession 0000899243-20-029369
CIK 0001821160other
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 9:50 PM ET
Size
19.3 KB
Accession
0000899243-20-029369
Insider Transaction Report
Form 4
McCarthy Partners, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock, par value $0.01 per share
2020-10-26+4,900,272→ 4,900,272 total(indirect: See Footnote) - Sale
Class A Common Stock, par value $0.01 per share
2020-10-26$14.03/sh−4,900,272$68,726,315→ 0 total(indirect: See Footnote) - Conversion
Class B Common Stock, par value $0.01 per share
2020-10-26−4,900,272→ 40,333,019 total(indirect: See Footnote)→ Class A Common Stock (4,900,272 underlying)
McCarthy Partners Management, LLC
10% Owner
Transactions
- Sale
Class A Common Stock, par value $0.01 per share
2020-10-26$14.03/sh−4,900,272$68,726,315→ 0 total(indirect: See Footnote) - Conversion
Class B Common Stock, par value $0.01 per share
2020-10-26−4,900,272→ 40,333,019 total(indirect: See Footnote)→ Class A Common Stock (4,900,272 underlying) - Conversion
Class A Common Stock, par value $0.01 per share
2020-10-26+4,900,272→ 4,900,272 total(indirect: See Footnote)
Transactions
- Sale
Class A Common Stock, par value $0.01 per share
2020-10-26$14.03/sh−4,900,272$68,726,315→ 0 total(indirect: See Footnote) - Conversion
Class B Common Stock, par value $0.01 per share
2020-10-26−4,900,272→ 40,333,019 total(indirect: See Footnote)→ Class A Common Stock (4,900,272 underlying) - Conversion
Class A Common Stock, par value $0.01 per share
2020-10-26+4,900,272→ 4,900,272 total(indirect: See Footnote)
Footnotes (4)
- [F1]Shares of Class B Common Stock are convertible into shares of Class A Common Stock of Guild Holdings Company on a one-to-one basis at any time at the option of the holder. Guild Holdings Company's Amended and Restated Articles of Incorporation provides that, among other things, each share of Class B Common Stock will automatically convert into one share of Class A common stock (a) immediately prior to any sale or other transfer of such share by a holder of such share, subject to certain limited exceptions, such as transfers to permitted transferees, or (b) if McCarthy Capital Mortgage Investors ("MCMI"), any other investment funds affiliated with McCarthy Partners, LLC, and any company or other entity controlled by, controlling or under common control with MCMI or any such investment fund (other than any portfolio company) own shares of Class B Common Stock representing less than 10% of the aggregate number of shares of Guild Holdings Company's issued and outstanding common stock.
- [F2](Continued from Footnote 1) On October 26, 2020, MCMI directed the sale of 4,900,272 shares of its Class B Common Stock, resulting in the automatic conversion of those shares into Class A Common Stock.
- [F3]Represents shares sold by MCMI upon the closing of the initial public offering of the Class A Common Stock of Guild Holdings Company at a net price per share of $14.025 (after underwriting discounts and commissions).
- [F4]Includes 40,333,019 shares of Class B Common Stock of Guild Holdings Company which are held of record by MCMI. McCarthy Partners Management, LLC is the manager of MCMI and as such has voting and investment power over the shares of Class B Common Stock held by MCMI. McCarthy Partners Management, LLC is managed under the exclusive direction of McCarthy Partners, LLC. As a result, McCarthy Partners, LLC may be deemed to beneficially own these shares owned directly by MCMI. Patrick J. Duffy is the President and Managing Partner of McCarthy Partners, LLC and McCarthy Capital Management, LLC.
Issuer
Guild Holdings Co
CIK 0001821160
Entity typeother
IncorporatedNE
Related Parties
1- filerCIK 0001829348
Filing Metadata
- Form type
- 4
- Filed
- Oct 26, 8:00 PM ET
- Accepted
- Oct 27, 9:50 PM ET
- Size
- 19.3 KB