4//SEC Filing
GOLSEN JACK E 4
Accession 0001567619-21-000363
CIK 0000060714other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 7:13 PM ET
Size
23.1 KB
Accession
0001567619-21-000363
Insider Transaction Report
Form 4
GOLSEN JACK E
DirectorChairman of the Board and CEO10% Owner
Transactions
- Other
Series B Preferred
2020-12-31−4,000→ 0 total(indirect: By GPC)→ Common Stock (133,333 underlying) - Other
Series B Preferred
2020-12-31−4,000→ 0 total(indirect: By LLC)→ Common Stock (133,333 underlying) - Other
Common Stock
2020-12-31−15,932→ 0 total(indirect: By LLC) - Other
Common Stock
2020-12-31−1,629,954→ 0 total(indirect: By SBL & GPC) - Other
Series D Preferred
2020-12-31−1,000,000→ 0 total(indirect: By SBL)→ Common Stock (250,000 underlying) - Other
Series B Preferred
2020-12-31−12,000→ 0 total(indirect: By SBL)→ Common Stock (400,000 underlying)
Holdings
- 4,000
Common Stock
- 15,876(indirect: By Trust)
Common Stock
Footnotes (9)
- [F1]These shares are owned of record by the reporting person's revocable trust, of which the reporting person is the settlor and trustee and holds a pecuniary interest in the trust's holdings and transactions.
- [F2]Represents the aggregate number of shares of common stock held directly by Golsen Family, L.L.C. ("GFLLC"). Prior to the transactions reported in footnote (4), GFLLC was owned by (i) the reporting person, through a trust of which the reporting person is the trustee and sole beneficiary (collectively, the "JEG Trust") (82.934%); (ii) two other trusts controlled by the reporting person (4.097%); and (iii) the revocable trusts of three other family members of the reporting person (12.969%). As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in GFLLC was eliminated.
- [F3]Represents the aggregate number of shares of common stock, 1,345,999, held by SBL, LLC ("SBL") and the aggregate number of shares of common stock, 283,955, held by Golsen Petroleum Corporation ("GPC"); SBL and GPC are wholly owned subsidiaries of Quad Capital, LLC ("Quad Capital"). Quad Capital is a limited liability company that, immediately preceding the transactions reported in footnote (4), was wholly owned by (i) the reporting person, through the JEG Trust (40.638%); (ii) two other trusts controlled by the reporting person (2.008%); and (iii) the revocable trusts of three other family members of the reporting person (57.354%). 775,000 of the shares of Common Stock held by SBL have been pledged as collateral. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL and GPC was eliminated.
- [F4]The reported transaction, effected solely for estate planning purposes, is part gift (G) and part other (J). On 12/31/2020, Jack E. Golsen and a trust controlled by him ("JEG Trust") transferred 100% of the interest owned by JEG Trust in Quad Capital and GFLLC (the "JEG Interests") to three trusts established for the benefit of Mr. Golsen's children. Each trust received one-third of the interests transferred by the JEG Trust. The transfers were made to take advantage of certain estate tax exclusion amounts available under Section 2010(c)(3)(C) of the Internal Revenue Code (the "JEG Exclusion Amount"), and were made in part as gifts for FMV up to the value of the JEG Exclusion Amount, with the remaining JEG Interests, if any, transferred for FMV to the three trusts. Determination of FMV, to be made by an independent valuation firm, will determine the allocation of the transfers as gift or other than gift transactions.
- [F5]Represents the aggregate number of shares of the Issuer's identified securities held by SBL. The Issuer's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible so long as such preferred stock is outstanding. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL was eliminated.
- [F6]Represents the aggregate number of shares of the Issuer's identified securities held by SBL. Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 400,000 shares of the Issuer's common stock. Each share is convertible so long as such preferred stock is outstanding. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL was eliminated.
- [F7]Represents the aggregate number of shares of the Issuer's identified securities held by GPC. Each of the 4,000 shares of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 133,333 shares of the Issuer's common stock. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through GPC was eliminated.
- [F8]Represents the aggregate number of shares of the Issuer's identified securities held by GFLLC. Each of the 4,000 shares of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 133,333 shares of the Issuer's common stock. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in GFLLC was eliminated.
- [F9]Effective January 4, 2021, the reporting person resigned as the manager of Quad Capital and GFLLC, and from all offices held with SBL and GPC.
Documents
Issuer
LSB INDUSTRIES INC
CIK 0000060714
Entity typeother
Related Parties
1- filerCIK 0001005712
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 7:13 PM ET
- Size
- 23.1 KB