SEC Form 4 · accession 0001209191-16-116974
Manning & Napier, Inc. · MN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles H. Stamey
Officer — Executive Vice President
Period of report
Apr 29, 2016
Accepted (ET)
May 3, 2016 · 3:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001524223
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01F1 | Apr 30, 2016 | M | 12,780 | — | A | 12,780 | D | |
| Class A Common Stock, par value $0.01 | May 2, 2016 | F | 3,496 | $8.55 | D | 9,284 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Apr 30, 2016 | M | 12,780 | D | — | — | Class A Common Stock | 12,780 | 0 | D |
| Class A UnitsF3,F4,F5 | $7.64 | Apr 29, 2016 | J | 415,289 | D | — | — | Class A common stock, $0.01 par value | 415,289 | 114,664 | I |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2On April 30, 2013, the reporting person was granted 12,780 restricted stock units, which vested on April 30, 2016.
- F3Represents 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 27.27% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 84.69% of the issued and outstanding Class A units of Group Holdings, which represents approximately 61.59% 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 15.31% of the issued and outstanding Class A units of Group Holdings, which represents approximately 11.14% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC.
- 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. 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 that certain Exchange Agreement, entered into as of November 23, 2011, 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 Annual Report on 10-K for the fiscal year ended December 31, 2011 (File No. 001-35355)).
- F5Class A units of Group are subject to an annual exchange process that includes certain aggregate limits set forth in the Advisors Shareholder Agreement.