SEC Form 4 · accession 0000899243-17-014866
STONEGATE MORTGAGE CORP · SGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard A Kraemer
Director
Period of report
May 31, 2017
Accepted (ET)
May 31, 2017 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001454389
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 31, 2017 | D | 238,800 | $8.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy Common Stock)F4 | $18.00 | May 31, 2017 | D | 17,944 | D | — | May 15, 2023 | Common Stock | 17,944 | 0 | D |
Explanation of responses
- F1Includes 20,000 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") and 218,800 restricted stock units (each, a "Stonegate RSU").
- F2Pursuant to the Agreement and Plan of Merger, dated January 26, 2017 (the "Merger Agreement"), among Stonegate, Home Point Financial Corporation and Longhorn Merger Sub, Inc., upon completion of the merger as contemplated by the Merger Agreement, each share of Stonegate Common Stock held by the reporting person was converted into the right to receive $8.00 in cash (the "Merger Consideration").
- F3Upon completion of the merger, each Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Stonegate Common Stock subject to such Stonegate RSU immediately prior to completion of the merger and (ii) the Merger Consideration, less applicable tax withholdings.
- F4Pursuant to the Merger Agreement, any stock option with an exercise price per share of Stonegate Common Stock that was greater than or equal to the Merger Consideration was cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment.