SEC Form 4 · accession 0001140361-17-023556

FBR & Co. · FBRC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Executive Vice President

Period of report

Jun 1, 2017

Accepted (ET)

Jun 2, 2017 · 4:18 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 Stock^F1	Jun 1, 2017	D	189,224	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Units^F2	—	Jun 1, 2017	D	32,236	D	—	—	Common Stock	32,236	0	D

F1Represents 147,566 shares of issuer common stock and 41,658 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.
F2Represents 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.
F3Disposed of pursuant to the merger agreement between issuer and B. Riley Financial, Inc.