Rithm Capital Corp. bought $376,743,303 worth of shares (29,664,827 units at $12.70) (SEC Form 4)
$RITM
Real Estate Investment Trusts
Real Estate
| 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
Sculptor Capital Management, Inc. [ SCU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 11/17/2023 | P | 29,664,827(1)(2) | A | $12.7(1)(2) | 1,000(3) | D | |||
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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 | ||||||||
| Class A Units(4) | (5) | 11/17/2023 | P | 15,025,994 | (5) | (5) | Class A Common Stock | 15,025,994 | $7.33(5) | 0(5) | D | ||||
| Explanation of Responses: |
| 1. On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share. |
| 2. All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. |
| 3. All Issuer common stock owned directly by the Reporting Person, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. Following consummation of the closing of the Public Merger, all 1,000 shares of common stock of Merger Sub Inc. owned by the Reporting Person prior to the effective time of the Public Merger converted into 1,000 shares of common stock of the Issuer. |
| 4. Reflects Class A common units of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP ("Class A Units"). |
| 5. Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit. |
| Rithm Capital Corp., By: /s/ Nicola Santoro, Jr.,Chief Financial Officer | 11/20/2023 | |
| ** 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. | ||