PRESIDENT AND CEO Renda Frankie S. converted options into 55,432 shares and covered exercise/tax liability with 1,302 shares, increasing direct ownership by 0.36% to 15,021,884 units (SEC Form 4)
$SLND
Military/Government/Technical
Industrials
| 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
Southland Holdings, Inc. [ SLND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2025 | ||||||||||||||||||||||||||
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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 | 06/25/2025 | M | 55,432 | A | (1) | 15,023,186 | D | |||
| Common Stock | 06/25/2025 | F | 1,302(2) | D | $3.8(3) | 15,021,884 | D | |||
| Common Stock | 6,140,497 | I | By Frank Renda 2015 Irrevocable Trust(4)(5) | |||||||
| Common Stock | 2,211,394 | I | By Madison Nicole Renda Trust(5)(6) | |||||||
| Common Stock | 2,211,394 | I | By Dominic Vincent Renda Trust(5)(7) | |||||||
| Common Stock | 2,211,394 | I | By Santino Leonidas Renda Trust(5)(8) | |||||||
| Common Stock | 69,270 | I | By Amanda Delee Renda(5)(9) | |||||||
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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 Unit | (1) | 06/25/2025 | M | 55,432 | (10) | (10) | Common Stock | 55,432 | $0 | 110,866 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit is equivalent to one share of the Issuer's common stock. |
| 2. Represents shares withheld to satisfy tax withholding obligations in connection with shares of common stock issued to the reporting person. |
| 3. Reflects the closing trading price of the Issuer's common stock on June 25, 2025. |
| 4. These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A. |
| 5. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| 6. These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B. |
| 7. These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C. |
| 8. These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D. |
| 9. These shares are held directly by the spouse of Frankie S. Renda. |
| 10. The reporting person received an award of restricted stock units on June 25, 2024. The restricted stock units shall vest over a three-year period, with one-third (1/3) of the shares vesting on June 25, 2025, one-third (1/3) of the shares vesting on June 25, 2026, and the remaining shares vesting on June 25, 2027. |
| /s/ Frankie S. Renda | 06/27/2025 | |
| ** 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. | ||