SEC Form 4 · accession 0001209191-18-064190
LADENBURG THALMANN FINANCIAL SERVICES INC. · LTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 24, 2018
Accepted (ET)
Dec 27, 2018 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001029730
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 24, 2018 | G | 12,000,000 | $0.00 | D | 816,199 | I | Frost Gamma Investments Trust |
| Common Stock | Dec 24, 2018 | S | 3,095,000 | $2.50 | D | 0 | D | |
| Common StockF3 | Dec 24, 2018 | S | 47,805,000 | $2.50 | D | 6,208,431 | I | Frost Nevada Investments Trust |
| 8.00% Series A Cumulative Redeemable Preferred StockF4,F3 | holding | — | — | — | 910,000 | I | Frost Nevada Investments Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5 | $0.73 | Dec 24, 2018 | H | 20,000 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F6 | $0.90 | Dec 24, 2018 | H | 1,000,000 | D | — | Sep 20, 2019 | Common Stock | 1,000,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $1.11 | Dec 24, 2018 | H | 20,000 | D | Sep 24, 2011 | Sep 24, 2020 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F7 | $1.28 | Dec 24, 2018 | H | 600,000 | D | — | Sep 20, 2019 | Common Stock | 600,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $1.79 | Dec 24, 2018 | H | 20,000 | D | Nov 10, 2012 | Nov 10, 2021 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F8 | $2.80 | Dec 24, 2018 | H | 750,000 | D | — | Sep 20, 2019 | Common Stock | 750,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $1.32 | Dec 24, 2018 | H | 50,000 | D | Sep 28, 2013 | Sep 28, 2022 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F5,F9 | $1.40 | Dec 24, 2018 | H | 300,000 | D | — | Sep 20, 2019 | Common Stock | 300,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $1.46 | Dec 24, 2018 | H | 50,000 | D | May 9, 2014 | May 9, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F5,F10 | $3.25 | Dec 24, 2018 | H | 400,000 | D | — | Sep 20, 2019 | Common Stock | 400,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $3.01 | Dec 24, 2018 | H | 50,000 | D | Jun 25, 2015 | Jun 25, 2024 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F5,F11 | $4.25 | Dec 24, 2018 | H | 150,000 | D | — | Sep 20, 2019 | Common Stock | 150,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $3.38 | Dec 24, 2018 | H | 50,000 | D | May 18, 2016 | May 18, 2025 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F5,F12 | $2.65 | Dec 24, 2018 | H | 100,000 | D | — | Sep 20, 2019 | Common Stock | 100,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $2.40 | Dec 24, 2018 | H | 50,000 | D | May 18, 2017 | May 18, 2026 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.
- F10The options were granted on January 17, 2014 and vested in four equal annual installments beginning on January 17, 2015.
- F11The options were granted on January 20, 2015 and vested in three equal annual installments beginning on January 20, 2016. 50,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors.
- F12The options were granted on January 14, 2016 and vested in two equal annual installments beginning on January 14, 2017. 100,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors.
- F2The shares of common stock were repurchased by the issuer in a private transaction.
- F3These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.
- F4The 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.
- F5Dr. Frost received $3 million in the aggregate from the issuer in connection with the cancellation of the 3,610,000 stock options set forth in Table II to this Form 4.
- F6The options were granted on January 14, 2010 and vested in four equal annual installments beginning on January 14, 2011.
- F7The options were granted on March 2, 2011 and vested in four equal annual installments beginning on March 2, 2012.
- F8The options were granted on January 31, 2012 and vested in four equal annual installments beginning on January 31, 2013.
- F9The options were granted on January 28, 2013 and vested in four equal annual installments beginning on January 28, 2014.