SEC Form 4 · accession 0001209191-19-018307
Rithm Capital Corp. · RITM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Nierenberg
Officer — Chairman, CEO & President · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 8:09 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001556593
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1,F2,F3,F4 | $17.10 | Mar 8, 2019 | A | 500,000 | A | — | Jan 19, 2028 | Common Stock, par value $0.01 per share | 500,000 | 500,000 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $17.10 | Mar 8, 2019 | A | 75,000 | A | — | Jan 23, 2028 | Common Stock, par value $0.01 per share | 75,000 | 75,000 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $18.50 | Mar 8, 2019 | A | 2,551 | A | — | Aug 23, 2028 | Common Stock, par value $0.01 per share | 2,551 | 2,551 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $18.45 | Mar 8, 2019 | A | 236 | A | — | Aug 24, 2028 | Common Stock, par value $0.01 per share | 236 | 236 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $18.54 | Mar 8, 2019 | A | 5,000 | A | — | Aug 31, 2028 | Common Stock, par value $0.01 per share | 5,000 | 5,000 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $18.57 | Mar 8, 2019 | A | 2,046 | A | — | Sep 6, 2028 | Common Stock, par value $0.01 per share | 2,046 | 2,046 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $17.32 | Mar 8, 2019 | A | 500,000 | A | — | Nov 5, 2028 | Common Stock, par value $0.01 per share | 500,000 | 500,000 | D |
| Stock Option (right to buy)F1,F2,F3,F4 | $17.32 | Mar 8, 2019 | A | 75,000 | A | — | Nov 8, 2028 | Common Stock, par value $0.01 per share | 75,000 | 75,000 | D |
Explanation of responses
- F1Tandem 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 2)
- F2When 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 manager options not subject to corresponding tandem options to the total number of manager options (including manager options underlying such tandem awards subject to corresponding tandem options) 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.
- F3Represents 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.
- F4Tandem awards will be settled in an amount of cash equal to the excess of the fair market value of a share of our common stock on the date of exercise over the fair market value on the date of grant, unless advance approval is given by the Board of Directors or an officer of the Company, as applicable, to settle the tandem awards in shares.