4//SEC Filing
FRANK RENDA 2015 IRREVOCABLE TRUST 4
Accession 0001446472-23-000018
CIK 0001883814other
Filed
May 29, 8:00 PM ET
Accepted
May 30, 7:30 PM ET
Size
17.8 KB
Accession
0001446472-23-000018
Insider Transaction Report
Form 4
Renda Frankie S.
DirectorPRESIDENT AND CEO10% Owner
Transactions
- Other
Common Stock
2023-03-22$10.15/sh+568,565$5,770,935→ 6,140,497 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+1,017,643$10,329,076→ 11,480,487 total - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+6,414$65,102→ 69,270 total(indirect: By Amanda Delee Renda)
FRANK RENDA 2015 IRREVOCABLE TRUST
10% Owner
Transactions
- Other
Common Stock
2023-03-22$10.15/sh+1,017,643$10,329,076→ 11,480,487 total - Other
Common Stock
2023-03-22$10.15/sh+568,565$5,770,935→ 6,140,497 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+204,759$2,078,304→ 2,211,394 total(indirect: By Trust) - Other
Common Stock
2023-03-22$10.15/sh+6,414$65,102→ 69,270 total(indirect: By Amanda Delee Renda)
Footnotes (7)
- [F1]The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.
- [F2]These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A.
- [F3]These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B.
- [F4]These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C.
- [F5]These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D.
- [F6]These shares are held directly by the spouse of Frankie S. Renda.
- [F7]For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Documents
Issuer
Southland Holdings, Inc.
CIK 0001883814
Entity typeother
Related Parties
1- filerCIK 0001965912
Filing Metadata
- Form type
- 4
- Filed
- May 29, 8:00 PM ET
- Accepted
- May 30, 7:30 PM ET
- Size
- 17.8 KB