SEC Form 4 · accession 0000899243-17-014893
STONEGATE MORTGAGE CORP · SGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Brown
Director · 10% Owner
Period of report
May 31, 2017
Accepted (ET)
Jun 1, 2017 · 11:17 am 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,F7 | May 31, 2017 | D | 7,217,379 | $8.00 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF4,F5,F7 | $18.00 | May 31, 2017 | D | 3,906 | D | — | May 15, 2018 | Common Stock | 3,906 | 0 | I |
| Common Stock WarrantsF6,F5,F7 | $18.00 | May 31, 2017 | D | 238,715 | D | — | May 15, 2018 | Common Stock | 238,715 | 0 | I |
Explanation of responses
- F1Includes (a) 6,930,757 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") currently held of record by Stonegate Investors Holdings, LLC, (b) 91,984 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners, LLC, (c) 104,691 shares of Stonegate Common Stock currently held of record by Long Ridge Equity Partners I, LP, (d) 33,239 shares of Stonegate Common Stock currently held of record by Long Ridge Offshore Subsidiary Holdings, LLC, and (e) 56,708 restricted stock units (each, a "Stonegate RSU") granted to Long Ridge Capital Management, LP.
- 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.
- F4Represents shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (each, a "Stonegate Warrant") and held by Long Ridge Equity Partners, LLC pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").
- F5The Stonegate Warrants were cancelled upon completion of the merger as contemplated by the Merger Agreement for no consideration or payment because the exercise price of the Stonegate Warrants was greater than the Merger Consideration.
- F6Represents Stonegate Warrants held by Stonegate Investors Holdings, LLC pursuant to the Warrant Agreement.
- F7Messrs. Bhatt and Brown are each principals and officers of certain affiliates of Long Ridge Equity Partners, LLC, whose ownership is detailed in footnote (1) above. Each of Messrs. Bhatt and Brown may be deemed to be the beneficial owner of, and have control over, the Stonegate Common Stock and the Stonegate Warrants owned by Long Ridge Equity Partners, LLC and its affiliates.