SEC Form 4 · accession 0001140361-17-023577
FBR & Co. · FBRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allison Leopold Tilley
Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:25 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 | Jun 1, 2017 | D | 6,708 | — | 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)F2 | $16.52 | Jun 1, 2017 | D | 9,800 | D | — | Feb 10, 2020 | Common Stock | 9,800 | 0 | D |
Explanation of responses
- F1Represents 2,500 shares of issuer common stock and 4,208 shares of restricted stock disposed of pursuant to merger agreement between issuer and B. Riley Financial, Inc. in exchange for shares of B. Riley Financial, Inc. common stock 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.
- F2This option, which vested on February 10, 2017, was cancelled in the merger and converted into 702 shares of B. Riley Financial, Inc. common stock, representing (i) the number of shares of the issuer's common stock 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).