Statement of Changes in Beneficial Ownership (4)
February 14 2020 - 3:23PM
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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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
*
giovanniello joseph |
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 Officer |
(Last)
(First)
(Middle)
C/O LADENBURG THALMANN FINANCIAL SERVICE, 4400 BISCAYNE BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2020 |
(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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8.00% Series A Cumulative Redeemable Preferred Stock | 2/12/2020 | | S | | 2000 (1) | D | $25.11 | 0 | D | |
Common Stock | 2/14/2020 | | D | | 473207 (2) | D | $3.50 (3) | 0 | D | |
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) | $1.28 | 2/14/2020 | | D | | | 50000 | (4) | 3/2/2021 | Common Stock | 50000 | $2.22 (4) | 0 | D | |
Stock Option (Right to Buy) | $2.80 | 2/14/2020 | | D | | | 50000 | (5) | 1/31/2022 | Common Stock | 50000 | $0.70 (5) | 0 | D | |
Stock Option (Right to Buy) | $1.40 | 2/14/2020 | | D | | | 25000 | (6) | 1/28/2023 | Common Stock | 25000 | $2.10 (6) | 0 | D | |
Stock Option (Right to Buy) | $3.25 | 2/14/2020 | | D | | | 30000 | (7) | 1/17/2024 | Common Stock | 30000 | $0.25 (7) | 0 | D | |
Explanation of Responses: |
(1) | The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013. |
(2) | Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. |
(3) | 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. |
(4) | This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, 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. |
(5) | This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, 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. |
(6) | This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, 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. |
(7) | This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, 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 |
giovanniello joseph C/O LADENBURG THALMANN FINANCIAL SERVICE 4400 BISCAYNE BLVD. MIAMI, FL 33137 |
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| Former Officer |
Signatures
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/s/ Joseph Giovanniello | | 2/14/2020 |
**Signature of Reporting Person | Date |
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