EIN MARK 4
4 · LINDBLAD EXPEDITIONS HOLDINGS, INC. · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
Lindblad (LIND) Director Mark Ein Enters Prepaid Forward for 300,000 Shares
What Happened Mark Ein, a director of Lindblad Expeditions Holdings, entered into a prepaid variable share forward transaction with Citibank on May 29, 2026. The Form 4 reports an acquisition (derivative) of economic exposure to 300,000 shares (transaction code J). Instead of an open-market purchase or sale, this is a financing/forward arrangement that provides an upfront cash value in exchange for an obligation to deliver shares or cash at a later settlement date.
Key Details
- Transaction date: May 29, 2026; Form 4 filed June 2, 2026. Transaction code: J (other acquisition/disposition — derivative).
- Position: derivative exposure to 300,000 shares, structured as 10 Components of up to 30,000 shares each.
- Settlement: For any Component that is funded, delivery (at Ein’s option) of up to 30,000 shares per Component or a cash equivalent will occur on a scheduled valuation date between June 12–26, 2029.
- Prices: forward floor price $20.16 per share; forward cap price $31.36 per share.
- Cash flow: Ein paid an upfront cash payment of $255,360 to Citibank as part of the transaction; Citibank may pay the present value of the floor times the Subject Number for any Funded Component when prepayments are requested.
- Beneficial ownership: Footnote indicates Ein is deemed to beneficially own 3,456,416 shares held by an entity he controls (Capital Acquisition Management 2 LLC). The filing does not report a change to that beneficial ownership count beyond the new derivative position.
- Filing timeliness: filing date is June 2, 2026 (reporting date May 29, 2026); the Form 4 shows this derivative acquisition—no late-filing flag is indicated on the face of the transaction.
Context This is a derivative financing arrangement, not a straightforward buy or sale of shares. Prepaid forwards provide upfront value now while creating an obligation to deliver shares or cash later; they do not necessarily signal the insider’s immediate bullish or bearish view. Retail investors should treat this as a structured financing/hedging move rather than an open-market purchase of stock.
Insider Transaction Report
- OtherSwap
Prepaid Variable Forward Sale Contract
[F1][F2][F3][F4]2026-05-29+300,000→ 300,000 total(indirect: See Footnote)→ Common Stock (300,000 underlying)
Footnotes (4)
- [F1]On May 29, 2026, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 2 for details of the transaction.
- [F2]The prepaid forward transaction with Citibank is divided into 10 components (each a "Component"). During a specified period during the transaction, the reporting person may request prepayments with respect to one or more Components (each a "Funded Component"), and receive from Citibank for each Funded Component, the present value of the product of (x) the Subject Number (as defined below) for such Funded Component and (y) a forward floor price of $20.16 per Share. For each Funded Component, the reporting person is obligated to deliver to Citibank, on the relevant settlement date, determined based on the specified scheduled valuation date within the period from June 12, 2029 to June 26, 2029, either, at the reporting person's option, (i) up to 30,000 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") or (ii) an amount of cash equivalent to the value of such Shares as determined under the terms of the transaction.
- [F3](Continued from footnote 2) The forward cap price for the transaction is $31.36 per Share. In connection with the transaction, the reporting person will pay an upfront cash payment of $255,360 to Citibank.
- [F4]On July 8, 2015, Capital Acquisition Management 2 LLC acquired 3,456,416 shares of common stock from the Issuer. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC..