CEO AND CHAIRMAN Kanders Warren B covered exercise/tax liability with 4,400 shares, sold $4,783,000 worth of shares (150,000 units at $31.89) and converted options into 11,180 shares, increasing direct ownership by 17% to 45,584 units (SEC Form 4)
$CDRE
Industrial Specialties
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cadre Holdings, Inc. [ CDRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share ("Common Stock") | 03/18/2025 | M | 11,180 | A | (1) | 49,984 | D | |||
| Common Stock | 03/18/2025 | F | 4,400(2) | D | $32.33 | 45,584 | D | |||
| Common Stock | 03/18/2025 | S | 50,000 | D | $32.2(3) | 11,016,192 | I | By Kanders SAF, LLC(5)(6) | ||
| Common Stock | 03/19/2025 | S | 100,000 | D | $31.73(4) | 10,916,192 | I | By Kanders SAF, LLC(5)(6) | ||
| Common Stock | 1,305,650 | I | By Warren B. Kanders Roth IRA | |||||||
| Common Stock | 23,450 | I | By Allison Kanders Roth IRA(6)(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (1) | 03/18/2025 | M | 11,180 | (1) | (1) | Common Stock | 11,180 | $0 | 22,360 | D | ||||
| Explanation of Responses: |
| 1. Comprised of a restricted stock units award (the "Restricted Stock Award") previously granted on March 18, 2024, under Cadre Holdings, Inc.'s (the "Issuer") 2021 Stock Incentive Plan (the "Plan") consisting of 33,540 shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). 11,180 restricted shares of Common Stock vested and became non-forfeitable on March 18, 2025, and 11,180 restricted shares of Common Stock will vest and become non-forfeitable on each of March 18, 2026 and March 18, 2027, respectively. |
| 2. Represents the number of shares of Common Stock withheld by the Issuer to satisfy the tax withholding obligations incurred by Mr. Kanders as a result of the vesting, on March 18, 2025, of a portion of the Restricted Stock Award. |
| 3. The price reported in Column 4 is a weighted average price per share. These shares of Common Stock were sold in multiple transactions at prices ranging from $31.93-$32.41 per share. 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 of Common Stock sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. |
| 4. The price reported in Column 4 is a weighted average price per share. These shares of Common Stock were sold in multiple transactions at prices ranging from $31.37-$32.57 per share. 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 of Common Stock sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. |
| 5. The Reporting Person is the sole manager and member of Kanders SAF, LLC. |
| 6. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his pecuniary interest in such securities. |
| 7. Allison Kanders is the Reporting Person's spouse. |
| /s/ Warren B. Kanders | 03/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||