4//SEC Filing
ACKMAN WILLIAM A 4
Accession 0000950170-24-116422
CIK 0002009684other
Filed
Oct 21, 8:00 PM ET
Accepted
Oct 22, 7:47 PM ET
Size
17.4 KB
Accession
0000950170-24-116422
Insider Transaction Report
Form 4
PS Holdco GP Managing Member LLC
Director10% Owner
Transactions
- Other
Subscription Rights (right to buy)
2024-10-18−2,094,673→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2024-09-20→ Common Stock, par value $0.01 per share - Other
Common Stock, par value $0.01 per share
2024-10-18$25.00/sh+2,929,107$73,227,675→ 5,023,780 total(indirect: See footnotes)
Pershing Square Capital Management, L.P.
Director10% Owner
Transactions
- Other
Subscription Rights (right to buy)
2024-10-18−2,094,673→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2024-09-20→ Common Stock, par value $0.01 per share - Other
Common Stock, par value $0.01 per share
2024-10-18$25.00/sh+2,929,107$73,227,675→ 5,023,780 total(indirect: See footnotes)
Pershing Square Holdco GP, LLC
Director10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2024-10-18$25.00/sh+2,929,107$73,227,675→ 5,023,780 total(indirect: See footnotes) - Other
Subscription Rights (right to buy)
2024-10-18−2,094,673→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2024-09-20→ Common Stock, par value $0.01 per share
PERSHING SQUARE HOLDCO, L.P.
Director10% Owner
Transactions
- Other
Subscription Rights (right to buy)
2024-10-18−2,094,673→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2024-09-20→ Common Stock, par value $0.01 per share - Other
Common Stock, par value $0.01 per share
2024-10-18$25.00/sh+2,929,107$73,227,675→ 5,023,780 total(indirect: See footnotes)
ACKMAN WILLIAM A
Director10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2024-10-18$25.00/sh+2,929,107$73,227,675→ 5,023,780 total(indirect: See footnotes) - Other
Subscription Rights (right to buy)
2024-10-18−2,094,673→ 0 total(indirect: See footnotes)Exercise: $25.00From: 2024-09-20→ Common Stock, par value $0.01 per share
Footnotes (5)
- [F1]In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), PS Holdco GP Managing Member, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities").
- [F2]PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds").
- [F3](A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- [F4]Anthony F. Massaro, a member of the board of directors of the Issuer of the Subject Securities, was appointed to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act.
- [F5]On October 17, 2024, the Issuer announced the completion of its previously announced rights offering relating to its transferable subscription rights. Each subscription right included an over-subscription privilege entitling the holder to subscribe for additional shares in the event such holder exercised all of its subscription rights and any shares of Common Stock were not purchased by other holders of subscription rights. On October 18, 2024, the Issuer provided final share allocations to all shareholders, and, as a result of the rights offering, the Pershing Square Affiliated Funds received an aggregate of 2,929,107 shares of Common Stock on October 18, 2024.
Documents
Issuer
Seaport Entertainment Group Inc.
CIK 0002009684
Entity typeother
Related Parties
1- filerCIK 0001056513
Filing Metadata
- Form type
- 4
- Filed
- Oct 21, 8:00 PM ET
- Accepted
- Oct 22, 7:47 PM ET
- Size
- 17.4 KB