SEC Form 4 · accession 0001209191-17-025140
Manning & Napier, Inc. · MN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Beth H. Galusha
Officer — Principal Financial Officer
Period of report
Mar 31, 2017
Accepted (ET)
Apr 4, 2017 · 5:28 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 | $5.32 | Mar 31, 2017 | J | 107,461 | D | — | — | Class A Common Stock, $0.01 par value | 107,461 | 61,404 | 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 28.05% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 84.08% of the issued and outstanding Class A units of Group Holdings, which represents approximately 60.50% 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 15.92% of the issued and outstanding Class A units of Group Holdings, which represents approximately 11.45% 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, 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 Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-35355 )).
- F3Class A units of Group are subject to an annual exchange process that includes certain aggregate limits set forth in the Advisors Shareholder Agreement.