4//SEC Filing
Haggerty Stephen G 4
Accession 0001140361-23-028040
CIK 0001784797other
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 4:15 PM ET
Size
10.7 KB
Accession
0001140361-23-028040
Insider Transaction Report
Form 4
Haggerty Stephen G
Director
Transactions
- Disposition to Issuer
Common Stock
2023-05-31−649,964.068→ 0 total - Disposition to Issuer
Common Stock
2023-05-31−5,654→ 0 total(indirect: By Children) - Disposition to Issuer
Warrants (Right to Buy)
2023-05-31−209,521→ 0 totalExercise: $11.50From: 2019-12-14Exp: 2024-11-14→ Common Stock (209,521 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 26, 2023 (the "Agreement"), by and among Ready Capital Corporation, a Maryland corporation ("Parent"), RCC Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, effective May 31, 2023 (the "Effective Time"), the Issuer was merged with and into Merger Sub with Merger Sub continuing as the surviving company and a subsidiary of Parent.
- [F2]Pursuant to the Agreement, at the Effective Time, each one share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to 0.47233 shares (the "Exchange Ratio") of Parent's common stock ("Parent Common Stock"), with fractional shares paid out in cash.
- [F3]Includes 13,050 restricted stock units ("RSUs") unvested immediately prior to the Effective Time. Each RSU represented a contingent right to receive one share of Common Stock upon vesting.
- [F4]Pursuant to the Agreement, at the Effective Time, each Issuer RSU outstanding, whether vested or unvested, was assumed by Parent and converted into an award of RSUs with respect to a number of shares of Parent Common Stock equal to the product of (i) the total number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such RSUs as of immediately prior to the Effective Time.
- [F5]Pursuant to the Agreement, following the Effective Time, each Issuer warrant representing the right to purchase shares of Common Stock ("Warrants") remained outstanding and entitles the Reporting Person to receive, upon the exercise of such Warrants, the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Common Stock subject to such Warrants immediately prior to the Effective Time and (ii) the Exchange Ratio, on the same terms and conditions as were applicable to such Warrants as of immediately prior to the Effective Time.
Documents
Issuer
Broadmark Realty Capital Inc.
CIK 0001784797
Entity typeother
Related Parties
1- filerCIK 0001472177
Filing Metadata
- Form type
- 4
- Filed
- Jun 1, 8:00 PM ET
- Accepted
- Jun 2, 4:15 PM ET
- Size
- 10.7 KB