SEC Form 4 · accession 0001209191-15-030779
Manning & Napier, Inc. · MN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
B. Reuben Auspitz
Other
Period of report
Mar 31, 2015
Accepted (ET)
Apr 1, 2015 · 4:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001524223
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF1,F2,F3 | $11.49 | Mar 31, 2015 | J | 1,470,694 | D | — | — | Class A Common Stock, $0.01 par value | 1,470,694 | 2,348,328 | I |
| Class A UnitsF1,F4,F3 | $0.29 | Mar 31, 2015 | J | 1,018,160 | D | — | — | Class A Common Stock, $0.01 par value | 1,018,160 | 1,330,168 | I |
Explanation of responses
- F1Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by M&N Group Holdings, LLC ("Group Holdings"). Group Holdings is owned as follows: (a) Class B units of Group Holdings representing approximately 100% of the issued and outstanding Class B units of Group Holdings, which represents approximately 26.43% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 85.33% of the issued and outstanding Class A units of Group Holdings, which represents approximately 62.77% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); and (c) Class A units of Group Holdings representing approximately 14.67% of the issued and outstanding Class A units of Group Holdings, which represents approximately 10.8% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC.
- F2The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of Advisors. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer based on the selling schedule set forth in Footnote (3) and in that certain Exchange Agreement, entered into as of November 23, 2011 (the "Exchange Agreement"), by and among the Issuer, Group Holdings, Manning & Napier Capital Company, LLC and other parties thereto (filed as Exhibit 10.3 to the Issuer's Registration Statement on Form S-1 (File No. 333-175309)).
- F3Pursuant to the Exchange Agreement, Group Holdings, at the Reporting Person's direction, may elect to exchange up to 5% of the Class A units of Group attributable to the Reporting Person as of November 17, 2012, and the remainder of such Class A units as of November 17, 2013 and 2014.
- F4The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of Advisors, which are being repurchased by Advisors. The shares being repurchased represent unvested stock from the performance vesting process at a contractually agreed upon price pursuant to the Amended and Restated Shareholder Agreement dated November 23, 2011. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer.