SEC Form 4 · accession 0000899243-17-014869
STONEGATE MORTGAGE CORP · SGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard A. Mirro
Director
Period of report
May 31, 2017
Accepted (ET)
May 31, 2017 · 6:29 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 | May 31, 2017 | D | 28,354 | $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)F3 | $3.97 | May 31, 2017 | D | 101,494 | D | — | Mar 9, 2022 | Common Stock | 101,494 | 0 | D |
Explanation of responses
- F1Consists of 28,354 restricted stock units of Stonegate Mortgage Corporation ("Stonegate") (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 Stonegate RSU was converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock of Stonegate, par value $0.01 per share ("Stonegate Common Stock"), subject to such Stonegate RSU immediately prior to completion of the merger and (ii) $8.00 in cash (the "Merger Consideration"), less applicable tax withholdings.
- F3Each option to buy Stonegate Common Stock (each, a "Stonegate Stock Option"), whether vested or unvested, upon completion of the merger 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 Stock Option immediately prior to completion of the merger and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of Stonegate Common Stock subject to such Stonegate Stock Option, less applicable tax withholdings.