Statement of Changes in Beneficial Ownership (4)
15 2월 2020 - 5:24AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KRASNO RICHARD M |
2. Issuer Name and Ticker or Trading Symbol
LADENBURG THALMANN FINANCIAL SERVICES INC.
[
LTS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Director |
(Last)
(First)
(Middle)
C/O LADENBURG THALMANN FINANCIAL SERVICE, 4400 BISCAYNE BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
(Street)
MIAMI, FL 33137
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/14/2020 | | D | | 65828 (1) | D | $3.50 (2) | 0 | D | |
Common Stock | 2/14/2020 | | D | | 383089 | D | $3.50 (3) | 0 | I | Held by The Richard M. Krasno Living Trust dated 10/6/2009 (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $2.40 | 2/14/2020 | | D | | | 50000 | 5/18/2017 | 5/18/2026 | Common Stock | 50000 | $1.10 (5) | 0 | D | |
Stock Option (Right to Buy) | $3.38 | 2/14/2020 | | D | | | 50000 | 5/18/2016 | 5/18/2025 | Common Stock | 50000 | $0.12 (5) | 0 | D | |
Stock Option (Right to Buy) | $3.01 | 2/14/2020 | | D | | | 50000 | 6/25/2015 | 6/25/2024 | Common Stock | 50000 | $0.49 (5) | 0 | D | |
Stock Option (Right to Buy) | $1.46 | 2/14/2020 | | D | | | 50000 | 5/9/2014 | 5/9/2023 | Common Stock | 50000 | $2.04 (5) | 0 | D | |
Stock Option (Right to Buy) | $1.32 | 2/14/2020 | | D | | | 50000 | 9/28/2013 | 9/28/2022 | Common Stock | 50000 | $2.18 (5) | 0 | D | |
Stock Option (Right to Buy) | $1.79 | 2/14/2020 | | D | | | 20000 | 11/10/2012 | 11/10/2021 | Common Stock | 20000 | $1.71 (5) | 0 | D | |
Stock Option (Right to Buy) | $1.11 | 2/14/2020 | | D | | | 20000 | 9/24/2011 | 9/24/2020 | Common Stock | 20000 | $2.39 (5) | 0 | D | |
Explanation of Responses: |
(1) | Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. |
(2) | 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. |
(3) | Disposed of in connection with the Merger. |
(4) | Dr. Richard M. Krasno is the sole trustee and beneficiary of The Richard M. Krasno Living Trust dated 10/6/2009. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KRASNO RICHARD M C/O LADENBURG THALMANN FINANCIAL SERVICE 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
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| Former Director |
Signatures
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/s/ Dr. Richard M. Krasno | | 2/14/2020 |
**Signature of Reporting Person | Date |
Ladenburg Thalmann Finan... (AMEX:LTSH)
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