MAYER MARC O 4
4 · Manning & Napier, Inc. · Filed Oct 26, 2022
Insider Transaction Report
Form 4
MAYER MARC O
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Class A Common Stock, par value $0.01
2022-10-21$12.85/sh−1,277,252$16,412,688→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2022-10-21−500,000→ 0 totalExercise: $2.01→ Class A Common Stock, par value $0.01 (500,000 underlying) - Disposition to Issuer
Class A Common Stock, par value $0.01
2022-10-21−175,902→ 1,277,252 total
Footnotes (6)
- [F1]Disposed of pursuant to the merger agreement ("Merger Agreement") between the issuer, Callodine Midco, Inc. ("Parent"), Callodine MN Holdings, Inc. ("TopCo"), and their respective affiliates in exchange for shares of TopCo as determined according to the rollover agreement ("Rollover Agreement") between TopCo and the reporting person dated March 31, 2022.
- [F2]Includes 1,113,853 shares of common stock of the issuer for which cash consideration was received. Also includes 163,399 restricted stock units that were convertible into the common stock of the issuer on a one-for-one basis, which were cancelled and replaced with an award of restricted stock units of TopCo.
- [F3]Price reflects per share consideration paid pursuant to the Merger Agreement.
- [F4]166,668 options became exercisable on January 1, 2021, 45,332 options became exercisable on March 9, 2021, and 288,000 options became exercisable on June 3, 2021.
- [F5]The options were to terminate and become null and void at the close of business on the date that is the fourth anniversary of the applicable vesting date.
- [F6]Disposed of pursuant to the Merger Agreement in exchange for options in TopCo as determined according to the Rollover Agreement.