NEXUS SPECIAL SITUATIONS III, L.P. 4
4 · Laird Superfood, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Laird Superfood Nexus SS III (10% Owner) Buys $24M Preferred
What Happened
Nexus Special Situations III, L.P. (reported via Gateway Superfood NSSIII Investment LLC), a 10% owner of Laird Superfood, acquired 24,000 shares of the company's Series A Convertible Preferred Stock on April 21, 2026 at $1,000.00 per share, for a total purchase price of $24,000,000. The filing reports this as a derivative purchase (preferred stock), not an option exercise or gift.
Key Details
- Transaction date and price: April 21, 2026 — 24,000 Series A preferred shares at $1,000.00 each (total $24,000,000).
- Shares owned after transaction: NSSIII holds 44,000 Series A preferred shares post-transaction (footnote says this equates to ~12,324,930 underlying common shares on a conversion basis).
- Security type: Series A Convertible Preferred Stock (derivative instrument, perpetual with specific redemption/conversion terms — see footnote).
- Footnotes of note:
- F1: The Series A preferred is perpetual, redeemable at holder’s option on/after March 12, 2033 (7th anniversary); the company may elect mandatory conversion no earlier than Sept 12, 2028 subject to price, volume and EBITDA conditions.
- F2: NSSIII is owned by Nexus Special Situations III, L.P.; Nexus Capital Management is the investment manager and may be deemed an indirect beneficial owner; Damian Giangiacomo, Michael Cohen and Daniel Flesh are owners of Nexus Capital Management. Michael Cohen serves on Laird’s board.
- F3: Reporting entities and individuals disclaim beneficial ownership for Section 16 purposes except to the extent of indirect pecuniary interest.
- Filing timeliness: Reported with a Form 4 filed April 23, 2026 for a April 21 transaction (filed within the normal 2-business-day window).
Context
This was an institutional purchase of convertible preferred shares by a reported 10% owner rather than a direct open-market buy of common stock by an individual insider. Convertible preferreds carry specific redemption and conversion mechanics (see F1), which can convert into a large number of common shares under certain terms. Purchases by large holders can be informative, but the filing includes standard disclaimers about indirect ownership and does not state a manager’s personal trading intent.
Insider Transaction Report
- Purchase
Series A Conv. Preferred Stock
[F1][F2][F3]2026-04-21$1000.00/sh+24,000$24,000,000→ 44,000 total(indirect: By LLC)Exercise: $3.57From: 2026-03-12→ Common Stock (12,324,930 underlying)
Footnotes (3)
- [F1]The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security. Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date (March 12, 2033) pursuant to Section 7.2 of the Certificate of Designation. The Corporation may elect a mandatory conversion no earlier than September 12, 2028 (30 months post-Issue Date) subject to satisfaction of certain price, volume and EBITDA conditions pursuant to Section 8.2 of the Certificate of Designation. See Certificate of Designation of Series A Convertible Preferred Stock, filed as Exhibit 3.1 to Laird Superfood, Inc.'s Form 8-K filed March 12, 2026 (SEC File No. 001-39155).
- [F2]On April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIII") acquired 24,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIII holds 44,000 preferred shares (approx. 12,324,930 underlying common shares). NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III. Nexus Partners III, LLC ("Nexus Partners III") is the general partner of Nexus SS GP III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer.
- [F3]Each of Nexus Capital Management, Nexus SS III, Nexus SS GP III, Nexus Partners III, Nexus SS IV, Nexus SS GP IV, Nexus Partners IV, Mr. Giangiacomo, Mr. Cohen, and Mr. Flesh disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.