4//SEC Filing
Malamed Adam Scott 4
Accession 0001493152-20-002476
CIK 0001029730other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 3:22 PM ET
Size
26.0 KB
Accession
0001493152-20-002476
Insider Transaction Report
Form 4
Malamed Adam Scott
Chief Operating Officer
Transactions
- Sale
8.00% Series A Cumulative Redeemable Preferred Stock
2020-02-12$25.10/sh−3,900$97,899→ 100 total - Disposition to Issuer
Common Stock
2020-02-14$3.50/sh−1,612,290$5,643,015→ 0 total - Disposition to Issuer
Common Stock
2020-02-14$3.50/sh−5,000$17,500→ 0 total(indirect: By IRA) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14$2.22/sh−200,000$444,000→ 0 totalExercise: $1.28Exp: 2021-03-02→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14$0.70/sh−200,000$140,000→ 0 totalExercise: $2.80Exp: 2022-01-30→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14$2.10/sh−100,000$210,000→ 0 totalExercise: $1.40Exp: 2023-01-28→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14$0.25/sh−135,000$33,750→ 0 totalExercise: $3.25Exp: 2024-01-17→ Common Stock (135,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14−50,000→ 0 totalExercise: $4.25Exp: 2025-01-20→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-14$0.85/sh−50,000$42,500→ 0 totalExercise: $2.65Exp: 2026-01-14→ Common Stock (50,000 underlying)
Footnotes (11)
- [F1]The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.
- [F10]This option, which provided for vesting in four equal annual installments, commencing on January 20, 2016, was cancelled in the Merger because the exercise price was greater than the Per Share Merger Consideration.
- [F11]This option, which provided for vesting in four equal annual installments, commencing on January 14, 2017, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
- [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.08 to $25.12, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
- [F3]Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.
- [F4]Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
- [F5]Disposed of in connection with the Merger.
- [F6]This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
- [F7]This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
- [F8]This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
- [F9]This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
Documents
Issuer
LADENBURG THALMANN FINANCIAL SERVICES INC.
CIK 0001029730
Entity typeother
Related Parties
1- filerCIK 0001537445
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 3:22 PM ET
- Size
- 26.0 KB