SEC Form 4 · accession 0001140361-17-023552
FBR & Co. · FBRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gavin A Beske
Officer — SVP, GC and Corp. Sec'y
Period of report
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001371446
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 1, 2017 | D | 40,931 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF3 | — | Jun 1, 2017 | D | 18,421 | D | — | — | Common Stock | 18,421 | 0 | D |
Explanation of responses
- F1This includes a non-discretionary reallocation of 77 RSUs made on April 3, 2017 to the Reporting Person pursuant to the Issuer's 2016 Retention and Incentive Plan under the 2006 Long Term Incentive Plan.
- F2Represents 25,692 shares of issuer common stock and 15,239 restricted stock units ("RSU"s) disposed of pursuant to merger agreement between issuer and B. Riley Financial, Inc. in exchange for shares of B. Riley Financial, Inc. common stock and B. Riley Financial, Inc. RSUs at an exchange ratio of 0.671. B Riley Financial, Inc. common stock had a closing market value of $14.70 per share on the effective date of the merger.
- F3Represents previously unearned performance stock units. Pursuant to the merger agreement between issuer and B. Riley Financial, Inc., as of the effective date of the merger, each performance stock unit was canceled and converted into an RSU denominated in shares of B. Riley Financial, Inc. common stock. The number of shares of B. Riley Financial, Inc. common stock subject to each such RSU equals the product (rounded to the nearest whole number) of the number of shares of the issuer's common stock that would be earned based on the level of achievement that would result in 50% of the number of shares of the issuer's common stock subject to the performance stock unit being earned, multiplied by the exchange ratio of 0.671.
- F4Disposed of pursuant to the merger agreement between issuer and B. Riley Financial, Inc.