SEC Form 4 · accession 0001209191-16-140850
MARLIN BUSINESS SERVICES CORP · MRLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 7, 2016 | P | 7,400 | $18.8805 | A | 7,400 | I | See Footnotes and Remarks |
| Common StockF3,F2 | Sep 8, 2016 | P | 12,000 | $19.0554 | A | 19,400 | I | See Footnotes and Remarks |
| Common StockF4,F2 | Sep 9, 2016 | P | 5,600 | $18.9982 | A | 25,000 | I | See Footnotes and Remarks |
| Common StockF5 | holding | — | — | — | 2,124,267 | I | See Footnotes and Remarks | |
| Common StockF6 | holding | — | — | — | 852,658 | I | See Footnotes and Remarks |
Table II — derivative securities
Explanation of responses
- F1These shares of common stock were purchased on the open market by Red Mountain Capital Partners LLC ("RMCP"). The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.845 to $18.90, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP, Red Mountain Investors I LLC ("RMI"), RMCP Manager LLC ("RMCPM") and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Marlin Business Services Corp. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.
- F2These shares are held directly by RMCP.
- F3These shares of common stock were purchased by RMCP on the open market. The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.93 to $19.24, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP, RMI, RMCPM and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.
- F4These shares of common stock were purchased by RMCP on the open market. The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.975 to $19.00, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP, RMI, RMCPM and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.
- F5These shares are held directly by RMP.
- F6These shares are held directly by RMI.
Remarks
This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMI, (iv) RMCPM, (v) RMCP, (vi) RMCM and (vii) Willem Mesdag. RMCP GP is the general partner of RMP. RMCPM is the managing member of RMI. RMCP is the managing member of RMCP GP and the sole member of RMCPM. RMCM is the managing member of RMCP. Willem Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of RMCP, RMCP GP, RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMP may be deemed to beneficially own some or all of the securities reported as being held directly by RMP, and each of RMCP, RMCPM, RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMI may be deemed to beneficially own some or all of the securities reported as being held directly by RMI, and RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMCP may be deemed to beneficially own some or all of the securities reported as being held directly by RMCP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.