Lewis John Hartnett 4
4 · TUESDAY MORNING CORP/DE · Filed Feb 11, 2021
Insider Transaction Report
Form 4
Lewis John Hartnett
Director10% Owner
Transactions
- Purchase
Common Stock
2021-02-09$1.10/sh+487,106$535,817→ 1,532,901 total(indirect: By Osmium Capital, LP) - Purchase
Common Stock
2021-02-09$1.10/sh+212,934$234,227→ 670,094 total(indirect: By Osmium Capital, LP) - Purchase
Common Stock
2021-02-09$1.10/sh+254,800$280,280→ 801,845 total(indirect: By Osmium Capital, LP) - Other
Common Stock
2021-02-09$1.10/sh+20,158,593$22,174,452→ 20,158,593 total(indirect: By Osmium Partners (Larkspur SPV), LP) - Other
Warrant
2021-02-09+10,000,000→ 10,000,000 total(indirect: By Osmium Partners (Larkspur SPV), LP)Exercise: $1.65From: 2021-02-09Exp: 2025-12-31→ Common Stock (10,000,000 underlying)
Footnotes (6)
- [F1]The Issuer commenced a $40 million rights offering (the Rights Offering), under which eligible holders of the Issuer's common stock could purchase up to $24 million of shares of the Issuer's common stock (Shares) at a purchase price of $1.10 per Share, and Osmium Partners, LLC or its affiliates, including Osmium Partners (Larkspur SPV), LP (the Backstop Party), were required, pursuant to a backstop commitment agreement between the Issuer and Osmium Partners, LLC, dated as of November 16, 2020 (the Backstop Agreement), to purchase up to $16 million Shares at a purchase price of $1.10 per Share, which right was exercised by Osmium Partners (Larkspur SPV), LP. Osmium Partners (Larkspur SPV), LP (i) purchased all unsubscribed shares in the Rights Offering and (ii) received a backstop fee of $2 million (payable in Shares at a value of $1.10 per Share) and warrants to purchase 10 million Shares at a price of $1.65 per Share. The Rights Offering closed on February 9, 2021.
- [F2]Includes 1,045,795 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Securities Exchange Act of 1934 (the "Act").
- [F3]Includes 457,160 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Act.
- [F4]Includes 547,045 shares of Common Stock acquired prior to the date that the Reporting Person became subject to Section 16 of the Act.
- [F5]The general partner of Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP is Osmium Partners, LLC. The general partner of Osmium Partners (Larkspur SPV), LP is Osmium Partners (Equation) LLC. The Managing Members of Osmium Partners (Equation) LLC are Osmium Partners, LLC and Tensile Capital Partners Master Fund LP. The Reporting Person is the controlling member of Osmium Partners, LLC.
- [F6]The Reporting Person may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, and Osmium Partners (Larkspur SPV), LP, which represents an aggregate of 33,215,433 shares of Common Stock, including warrants to purchase 10,000,000 shares of Common Stock. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Act or for any other purpose. The Reporting Person individually does not own any shares of Common Stock (other than 52,000 shares of restricted stock which vest in January 2022).