DONDERO JAMES D 4

What Happened

• James D. Dondero (reported as a 10% owner) executed a derivative conversion/exercise on May 22, 2026. The Form 4 shows 19,577 shares acquired via an exercise/conversion of a derivative (code M) and an equal 19,577 shares listed as disposed at a $0.00 price. No cash proceeds are reported for the disposal (price = $0 / total $0).
• This was not an open-market purchase or sale for cash; it reflects conversion/settlement of a derivative/award and an internal transfer or settlement rather than a routine sale to outside buyers.

Key Details

• Transaction date: 2026-05-22; Form filed: 2026-05-27.
• Reported transactions: 19,577 shares acquired by exercise/conversion (code M) and 19,577 shares disposed at $0.00.
• Price/Value: acquisition price listed as N/A; disposal price listed as $0 (total value $0).
• Shares owned after transaction: not specified in the provided excerpt. Footnotes show substantial related-party and managed-entity holdings (see notes below).
• Notable footnotes:
  • F1: Restricted stock units (RSUs) represent contingent rights to receive one share.
  • F8: Describes an RSU grant (10,715 RSUs) with a vesting schedule, indicating prior RSU grants/vesting activity.
  • F3–F7: Many shares are held by trusts, funds, or managed entities; Mr. Dondero disclaims beneficial ownership of certain holdings except to the extent of his pecuniary interest.
• Filing timeliness: Transaction occurred 5 days before the Form 4 filing date (May 22 → filed May 27). Form 4s are generally required within 2 business days of the transaction, so this appears to be a late filing.

Context

• Code M denotes an exercise or conversion of a derivative (e.g., RSUs, options). Because an equal number of shares were listed as disposed at $0, this appears to reflect settlement/transfer activity (such as conversion of RSUs and transfer to related entities or for tax/administrative purposes) rather than a market sale.
• As a reported 10% owner, Dondero’s transactions often reflect transfers among related trusts or managed funds; such activity is institutional/organizational in nature and not the same signal as an executive buying or selling for personal investment reasons.
• Retail investors should view this as routine internal/settlement activity unless further filings clarify open-market purchases or sales.