SEC Form 4 · accession 0001025953-15-000090
NOVATION COMPANIES, INC. · NOVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey E. Eberwein
Director
Period of report
Aug 10, 2015
Accepted (ET)
Aug 12, 2015 · 3:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001025953
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 10, 2015 | A | 192,308 | $0.00 | A | 192,308 | D | |
| Common StockF4,F5 | Aug 10, 2015 | P | 22,500 | $0.289 | A | 1,641,866 | I | By Lone Star Value Investors, LP |
| Common StockF4,F6 | Aug 10, 2015 | P | 2,500 | $0.289 | A | 110,099 | I | By Separately Managed Account |
| Common StockF7,F5 | Aug 11, 2015 | P | 22,500 | $0.27 | A | 1,664,366 | I | By Lone Star Value Investors, LP |
| Common StockF7,F6 | Aug 11, 2015 | P | 2,500 | $0.27 | A | 112,599 | I | By Separately Managed Account |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 14, 2015, the Compensation Committee (the "Committee") of the Board of Directors of Novation Companies, Inc. (the "Company") determined that the annual retainer for each non-employee director serving on the Board and the fees for service as a committee chair or lead independent director shall be paid as restricted stock awarded under the 2015 Incentive Stock Plan in an amount equal to the total of such fees for each such director.
- F2The number of restricted stock awards was calculated based on the total annual cash compensation for each non-employee director and the closing price of the Company's common stock on the transaction date, as quoted by the OTC Markets' Group inter-dealer quotation service as an OTCQB security. The restricted stock awards shall vest on August 10, 2016.
- F3The purchases of shares reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by Lone Star Value Management, LLC on behalf of Lone Star Value Investors, LP and similarly managed funds and accounts on May 13, 2015.
- F4The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.281 to $0.289. The reporting person undertakes to provide the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price such shares were purchased.
- F5Shares owned directly by Lone Star Value Investors, LP ("Lone Star Value Investors"). Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value Investors GP, LLC, the general partner of Lone Star Value Investors, and as the sole member of Lone Star Value Management, LLC ("Lone Star Value Management"), the investment manager of Lone Star Value Investors, may be deemed to beneficially own the shares owned directly by Lone Star Value Investors for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F6Shares held in an account separately managed by Lone Star Value Management (the "Separately Managed Account I"). Lone Star Value Management, as the investment manager of the Separately Managed Account I, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I; and Jeffrey Eberwein, as the sole member of Lone Star Value Management may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The reporting person undertakes to provide the Securities and Exchange Commission, upon request, the underlying identity of the separately managed account.
- F7Shares were purchased in a single transaction at $0.27.