SEC Form 4 · accession 0001140361-17-023561
FBR & Co. · FBRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Hendrix
Officer — President and CEO · Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:19 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 | May 31, 2017 | L | 818 | $10.09 | A | 325,304 | D | |
| Common StockF2 | Jun 1, 2017 | D | 325,304 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $11.80 | Jun 1, 2017 | D | 65,000 | D | — | Feb 24, 2019 | Common Stock | 65,000 | 0 | D |
| Performance Stock UnitsF4 | — | Jun 1, 2017 | D | 46,051 | D | — | — | Common Stock | 46,051 | 0 | D |
Explanation of responses
- F1Shares acquired under brokerage dividend reinvestment plan.
- F2Represents 283,646 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.
- F3This option, which vested on February 10, 2017, was cancelled in the merger and converted into 26,024 shares of B. Riley Financial, Inc. common stock, representing (i) the number of the issuer's common shares subject to such option immediately prior to the effective time, multiplied by the issuer's option spread (which is the difference between the closing price of a share of the issuer's common stock on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of B. Riley Financial, Inc. common stock for the ten trading day period ending on May 30, 2017 ($14.36), of which 10,695 shares of B. Riley Financial, Inc. common stock were withheld to satisfy tax withholding obligations in connection with the delivery of shares.
- F4Represents 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.
- F5Disposed of pursuant to the merger agreement between issuer and B. Riley Financial, Inc.