Filing Details
- Accession Number:
- 0001493152-20-002480
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-02-14 15:26:21
- Reporting Period:
- 2020-02-12
- Accepted Time:
- 2020-02-14 15:26:21
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1029730 | Ladenburg Thalmann Financial Services Inc. | LTS | Security Brokers, Dealers & Flotation Companies (6211) | 650701248 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1446157 | M Jacqueline Simkin | 4400 Biscayne Blvd., Suite 514 Miami FL 33137 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| 8.00% Series A Cumulative Redeemable Preferred Stock | Disposition | 2020-02-12 | 8,000 | $25.08 | 0 | No | 4 | S | Indirect | Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 |
| Common Stock | Disposition | 2020-02-14 | 45,000 | $3.50 | 0 | No | 4 | D | Direct | |
| Common Stock | Disposition | 2020-02-14 | 1,859,738 | $3.50 | 0 | No | 4 | D | Indirect | Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 |
| Common Stock | Disposition | 2020-02-14 | 158,000 | $3.50 | 0 | No | 4 | D | Indirect | Held by The Jacqueline Simkin Charitable Remainder Unitrust dtd 09/06/2002 |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 |
| No | 4 | D | Direct | |
| No | 4 | D | Indirect | Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 |
| No | 4 | D | Indirect | Held by The Jacqueline Simkin Charitable Remainder Unitrust dtd 09/06/2002 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 20,000 | $1.77 | 20,000 | $1.73 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 20,000 | $1.71 | 20,000 | $1.79 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 50,000 | $2.18 | 50,000 | $1.32 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 50,000 | $2.04 | 50,000 | $1.46 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 50,000 | $0.49 | 50,000 | $3.01 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 50,000 | $0.12 | 50,000 | $3.38 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2020-02-14 | 50,000 | $1.10 | 50,000 | $2.40 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2012-09-19 | 2021-09-19 | No | 4 | D | Direct |
| 0 | 2012-11-10 | 2021-11-10 | No | 4 | D | Direct |
| 0 | 2013-09-28 | 2022-09-28 | No | 4 | D | Direct |
| 0 | 2014-05-09 | 2023-05-09 | No | 4 | D | Direct |
| 0 | 2015-06-25 | 2024-06-25 | No | 4 | D | Direct |
| 0 | 2016-05-18 | 2025-05-18 | No | 4 | D | Direct |
| 0 | 2017-05-18 | 2026-05-18 | No | 4 | D | Direct |
Footnotes
- 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.
- The reporting person is the trustee of the above-listed trust.
- Reflects restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03.
- 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.
- Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03.
- Disposed of in connection with the Merger.
- The reporting person is a co-trustee of the above-listed trust and disclaims beneficial ownership except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- This option 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.
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