Manning & Napier, Inc. 4
4 · Manning & Napier, Inc. · Filed May 3, 2016
Insider Transaction Report
Form 4
Coons Jeffrey S.
President
Transactions
- Exercise/Conversion
Class A Common Stock, par value $0.01
2016-04-30+25,559→ 30,559 total - Exercise/Conversion
Restricted Stock Units
2016-04-30−25,559→ 0 total→ Class A Common Stock (25,559 underlying) - Tax Payment
Class A Common Stock, par value $0.01
2016-05-02$8.55/sh−9,284$79,378→ 21,275 total - Other
Class A Units
2016-04-29$7.64/sh−415,289$3,172,808→ 114,664 total(indirect: By LLC)Exercise: $7.64→ Class A Common Stock, $0.01 par value (415,289 underlying)
Footnotes (5)
- [F1]Restricted stock units convert to common stock on a one-for-one basis.
- [F2]On April 30, 2013, the reporting person was granted 25,559 restricted stock units, which vested on April 30, 2016.
- [F3]Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by M&N Group Holdings, LLC ("Group Holdings"). Group Holdings is owned as follows: (a) Class B units of Group Holdings representing approximately 100% of the issued and outstanding Class B units of Group Holdings, which represents approximately 27.27% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 84.69% of the issued and outstanding Class A units of Group Holdings, which represents approximately 61.59% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); and (c) Class A units of Group Holdings representing approximately 15.31% of the issued and outstanding Class A units of Group Holdings, which represents approximately 11.14% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC.
- [F4]The number of derivative securities shown is the number of Class A Units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of Advisors. Each Class A Unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer based on the selling schedule set forth in that certain Exchange Agreement, entered into as of November 23, 2011, by and among the Issuer, Group Holdings, Manning & Napier Capital Company, LLC and other parties thereto (filed as Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-35355)).
- [F5]Class A units of Group are subject to an annual exchange process that includes certain aggregate limits set forth in the Advisors Shareholder Agreement.