4//SEC Filing
Sherman David K. 4
Accession 0000919574-22-005219
CIK 0001908984other
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 9:50 PM ET
Size
12.3 KB
Accession
0000919574-22-005219
Insider Transaction Report
Form 4
ENDI Corp.ENDI
Sherman David K.
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Class A Common Stock
2022-08-18$5.37/sh+20,000$107,380→ 20,000 total(indirect: See Footnote) - Purchase
Class A Common Stock
2022-08-18$5.37/sh+46,500$249,659→ 46,500 total(indirect: See Footnote) - Purchase
Class A Common Stock
2022-08-18$5.37/sh+200,000$1,073,800→ 200,000 total(indirect: See Footnote)
Holdings
- 1,704,000(indirect: See Footnote)
Class A Common Stock
- 1,278,000(indirect: See Footnote)
Class B Common Stock
Footnotes (6)
- [F1]Securities are beneficially owned by Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12). David Sherman is the Trustee of Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12).
- [F2]Securities are beneficially owned by Cohanzick Offshore Advisors, LP. Cohanzick Offshore Management, LLC is the General Partner for Cohanzick Offshore Advisors, LP. David Sherman is the Managing Member of Cohanzick Offshore Management, LLC.
- [F3]Securities are beneficially owned by Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Absolute Return Partners, LP is the General Partner to Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Capital, LP is the General Partner to Cohanzick Absolute Return Partners, LP. Sunnyside, LLC is the General Partner to Cohanzick Capital, LP. David Sherman is the Managing Member of Sunnyside, LLC.
- [F4]Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, David Sherman is the Managing Member of Cohanzick and owns 75.9764 units (71%) of Cohanzick.
- [F5]Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant held by the Reporting Person. Each Class W-1 Warrant held by the Reporting Person shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.
- [F6]The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.
Documents
Issuer
ENDI Corp.
CIK 0001908984
Entity typeother
Related Parties
1- filerCIK 0001940675
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 9:50 PM ET
- Size
- 12.3 KB