SEC Form 4 · accession 0001209191-17-030928
Silver Bay Realty Trust Corp. · SBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Irvin R Kessler
Director
Period of report
Jun 23, 2015
Accepted (ET)
May 9, 2017 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557255
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 shareF1 | Jun 23, 2015 | S | 200 | $16.49 | D | 97 | I | Owned by Walleye Trading LLC |
| Common Stock, par value $0.01 per shareF1 | Jun 23, 2015 | S | 97 | $16.29 | D | 0 | I | Owned by Walleye Trading LLC |
| Common Stock, par value $0.01 per shareF2,F3,F4 | May 9, 2017 | D | 1,844,914 | — | D | 0 | I | Owned by Deephaven, Inc. |
| Common Stock, par value $0.01 per shareF2,F3,F5 | May 9, 2017 | D | 462,604 | — | D | 0 | I | Owned by Kessler Family Limited Partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These securities are owned directly by Walleye Trading LLC ("Walleye") for which Mr. Kessler is the Chief Operating Officer. Mr. Kessler disclaims beneficial ownership of any of the securities owned by Walleye other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2On February 27, 2017, the Issuer entered into a Merger and Plan of Merger among Tricon Capital Group Inc., TAH Acquisition Holdings LLC, TAH Acquisition LP, Silver Bay Management LLC and Silver Bay Operating Partnership L.P. Upon completion of the merger, the Reporting Person's shares of the Issuer's Common Stock were cancelled and converted into the right to receive $21.50 per share in cash, without interest (the "Merger Consideration").
- F3Common Stock cancelled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of this Common Stock and the Merger Consideration.
- F4These securities are owned directly by Deephaven, Inc. ("Deephaven"). Mr. Kessler is the sole owner, director and Chief Executive Officer of Deephaven. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Fund other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F5These securities are owned directly by the Kessler Family Limited Partnership (the "Partnership") for which Mr. Kessler serves as the General Partner. Mr. Kessler disclaims beneficial ownership of any of the securities owned by the Partnership other than to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Kessler is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.