SEC Form 4 · accession 0001209191-19-006624
Manning & Napier, Inc. · MN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc O Mayer
Officer — Chief Executive Officer
Period of report
Jan 30, 2019
Accepted (ET)
Feb 1, 2019 · 7:52 pm EST
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 | Jan 30, 2019 | A | 375,000 | $0.00 | A | 375,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2,F3 | $2.01 | Jan 30, 2019 | A | 500,000 | A | — | — | Class A Common Stock | 500,000 | 500,000 | D |
| Employee Stock Option (right to buy)F4,F3 | $2.01 | Jan 30, 2019 | A | 3,000,000 | A | — | — | Class A Common Stock | 3,000,000 | 3,000,000 | D |
Explanation of responses
- F1Includes 125,000 shares of common stock and 250,000 restricted stock units that will convert to common stock on a one-for-one basis as follows: (i) 125,000 shares will vest on December 31, 2019, and (ii) 125,000 shares will vest on December 31, 2020.
- F2The options will vest ratably over a three-year period, with one-third vesting on January 1, 2020, an additional one-third vesting on January 1, 2021, and the remaining one-third vesting on January 1, 2022.
- F3The options shall terminate and become null and void at the close of business on the date that is the fourth anniversary of the applicable vesting date.
- F4The option becomes exercisable, if at all, if the average closing price per share of Class A Common stock of the Company equals or exceeds the applicable target price per share for 20 consecutive trading days on or before the applicable dates as follows: (i) 400,000 shares if the target price of $3.25 is reached by December 31, 2021, (ii) 289,000 shares at each of the following target prices and target dates: $3.75 by December 31, 2021, $4.25 by December 31, 2022, $4.75 by December 31, 2022, $5.25 by December 31, 2023, $5.75 by December 31, 2023, $6.25 by December 31, 2024, $6.75 by December 31, 2024, $7.25 by December 31, 2025; and (iii) 288,000 shares if the target price of $7.75 is reached by December 31, 2025.