SEC Form 4 · accession 0000899243-17-016637
STONEGATE MORTGAGE CORP · SGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sam Levinson
Director
Period of report
May 31, 2017
Accepted (ET)
Jun 19, 2017 · 12:45 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,F4 | May 31, 2017 | D | 1,990,061 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy Common Stock)F5 | $18.00 | May 31, 2017 | D | 17,944 | D | — | May 15, 2018 | Common Stock | 17,944 | 0 | D |
| Common Stock WarrantsF6,F4,F7 | $18.00 | May 31, 2017 | D | 35,156 | D | — | May 15, 2023 | Common Stock | 35,156 | 0 | I |
Explanation of responses
- F1Includes 694,567 shares of Stonegate Mortgage Corporation ("Stonegate") common stock, par value $0.01 per share ("Stonegate Common Stock") owned by Diaco Investments LP, 1,042,140 shares of Stonegate Common Stock owned by Glick Pluchenik 2011 Trust, 225,000 shares of Stonegate Common Stock owned by Chichester Fund Limited and 28,354 restricted stock units (each, a "Stonegate RSU") owned by Mr. Levinson.
- 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.
- F4Mr. Levinson is the chief investment officer of Siget NY Partners, LP, which is the investment management company for Diaco Investments LP. Mr. Levinson is a principal and managing partner of Glick Family Investments, a private family office located in New York, New York. Individuals within the Glick Family Office control decisions related to securities held by Glick Pluchenik 2011 Trust and Chichester Fund Limited.
- F5Pursuant 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.
- F6Represents 35,156 shares of Stonegate Common Stock available for immediate purchase at $18.00 per share (the "Stonegate Warrants") by Glick Pluchenik 2011 Trust pursuant to a warrant agreement, dated as of March 29, 2013, with Stonegate (the "Warrant Agreement").
- F7The 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.