SEC Form 4: Mayer Marc O returned $16,412,688 worth of shares to the company (1,453,154 units at $11.29), closing all direct ownership in the company
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Investment Managers
Finance
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Manning & Napier, Inc. [ MN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2022 | ||||||||||||||||||||||||||
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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, par value $0.01 | 10/21/2022 | D | 175,902 | D | (1) | 1,277,252 | D | |||
| Class A Common Stock, par value $0.01 | 10/21/2022 | D | 1,277,252(2) | D | $12.85(3) | 0 | 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 | ||||||||
| Employee Stock Option (right to buy) | $2.01 | 10/21/2022 | D | 500,000 | (4) | (5) | Class A Common Stock, par value $0.01 | 500,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the merger agreement ("Merger Agreement") between the issuer, Callodine Midco, Inc. ("Parent"), Callodine MN Holdings, Inc. ("TopCo"), and their respective affiliates in exchange for shares of TopCo as determined according to the rollover agreement ("Rollover Agreement") between TopCo and the reporting person dated March 31, 2022. |
| 2. Includes 1,113,853 shares of common stock of the issuer for which cash consideration was received. Also includes 163,399 restricted stock units that were convertible into the common stock of the issuer on a one-for-one basis, which were cancelled and replaced with an award of restricted stock units of TopCo. |
| 3. Price reflects per share consideration paid pursuant to the Merger Agreement. |
| 4. 166,668 options became exercisable on January 1, 2021, 45,332 options became exercisable on March 9, 2021, and 288,000 options became exercisable on June 3, 2021. |
| 5. The options were to terminate and become null and void at the close of business on the date that is the fourth anniversary of the applicable vesting date. |
| 6. Disposed of pursuant to the Merger Agreement in exchange for options in TopCo as determined according to the Rollover Agreement. |
| Remarks: |
| /s/ Sarah C. Turner | 10/26/2022 | |
| ** 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. | ||