4//SEC Filing
Dillenburg Gerald 4
Accession 0001140361-10-016718
CIK 0001335249other
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 1:21 PM ET
Size
11.4 KB
Accession
0001140361-10-016718
Insider Transaction Report
Form 4
Dillenburg Gerald
CFO/CCO Aston Asset Mgmt LLC
Transactions
- Disposition to Issuer
Common Stock
2010-04-15−1,671,480→ 0 total(indirect: By SDB Aston, Inc.) - Other
Series B Convertible Preferred Stock
2010-04-13+371.44→ 0 total(indirect: By SDB Aston, Inc.)Exercise: $5.00→ Common Stock (1,671,480 underlying) - Other
Common Stock
2010-04-13+1,671,480→ 1,671,480 total(indirect: By SDB Aston, Inc.)
Footnotes (6)
- [F1]Mr. Bilton's shares of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock"), were exchanged, subject to an Exchange Agreement, dated as of December 12, 2009, by and among Highbury Financial Inc. ("Highbury") and the stockholders party thereto, at a rate of 4,500 common stock, par value $0.0001, ("Common Stock") per share for every 1 Series B Preferred Stock.
- [F2]The Series B Preferred Stock was convertible at Mr. Bilton's option (i) if Highbury elects to redeem the Series B Preferred Stock in the event that the last sale price for the Common Stock of Highbury exceeds $8.50 per share for any 20 trading days in a 30-trading day period; (ii) upon a liquidation of Highbury; (iii) upon a change of control of Highbury; (iv) upon the termination or other relinquishment of asset management contracts with Aston Asset Management LLC ("Aston"), which represents more than 50% of the aggregate revenues of Aston for the 12-month period preceding such transaction; or (v) upon the termination of employment of Mr. Bilton with Aston as a result of death, permanent incapacity, termination without cause or retirement. Mr. Bilton could have elected to convert up to 10% of the aggregate number of shares of Series B Preferred Stock initially issued to him during the 12-month period commencing April 20, 2011 and each 12-month period thereafter.
- [F3]Subject to adjustment on account of any stock splits, stock dividends of similar events affecting the Series B Preferred Stock.
- [F4]Mr. Bilton is the sole shareholder of SDB Aston, Inc., which is the record holder of the Series B Preferred Stock.
- [F5]Expiration Date for Series B Preferred Stock is perpetual.
- [F6]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 12, 2009, between Highbury, Affiliated Managers Group, Inc. ("AMG") and its wholly-owned subsidiary, Manor LLC, whereby each share of Common Stock was converted into the right to receive 0.075951794 share of AMG common stock, plus cash in lieu of any fractional shares
Documents
Issuer
HIGHBURY FINANCIAL INC
CIK 0001335249
Entity typeother
Related Parties
1- filerCIK 0001383152
Filing Metadata
- Form type
- 4
- Filed
- Apr 15, 8:00 PM ET
- Accepted
- Apr 16, 1:21 PM ET
- Size
- 11.4 KB