SEC Form 4 · accession 0001209191-16-139741
Rithm Capital Corp. · RITM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Nierenberg
Officer — CEO and President · Director
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001556593
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Aug 31, 2016 | M | 535,714 | $10.24 | A | 1,276,060 | D | |
| Common Stock, par value $0.01 per share | Aug 31, 2016 | M | 214,285 | $11.48 | A | 1,490,345 | D | |
| Common Stock, par value $0.01 per share | Aug 31, 2016 | F | 557,593 | $14.25 | D | 932,752 | D | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 16,400 | I | Custodian for son | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 15,850 | I | Custodian for daughter |
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)F2,F3,F4 | $10.24 | Aug 31, 2016 | M | 535,714 | D | — | Jan 11, 2023 | Common Stock, par value $0.01 per share | 535,714 | 0 | D |
| Stock option (right to buy)F2,F3,F4 | $11.48 | Aug 31, 2016 | M | 214,285 | D | — | Feb 15, 2023 | Common Stock, par value $0.01 per share | 214,285 | 0 | D |
Explanation of responses
- F1No shares were sold. Reflects deemed surrender of shares to satisfy the exercise price due upon exercise of the associated options.
- F2Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in equal monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footnote 3)
- F3When tandem awards are granted with respect to manager options, the manager options become exercisable in equal monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of tandem awards to the total number of related options (including options underlying such tandem awards) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in generally equal monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.
- F4Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.