SEC Form 5 · accession 0001209191-16-090267
NewtekOne, Inc. · NEWT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry Sloane
Officer — Chairman & CEO · Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 7, 2016 · 8:56 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001587987
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 13, 2014 | G | 60,930 | $0.00 | D | 963,833 | D | |
| Common StockF1 | May 12, 2015 | G | 1,000 | $0.00 | D | 963,833 | D | |
| Common StockF1 | Dec 31, 2015 | J | 116,456 | $13.48 | A | 963,833 | D | |
| Common StockF1 | Aug 4, 2015 | G | 25,706 | $0.00 | D | 963,833 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Effective November 13, 2014, Newtek Business Services, Inc. (NBSI) merged with and into Newtek Business Services Corp. (NBSC), a newly formed Maryland corporation, and thereafter NBSC elected to be treated as a business development company under the Investment Company Act of 1940, as amended. Prior to the conversion into NBSC, the reporting person made bona fide gifts of NBSI common stock in the total amount of 60,930 shares to The B Sloane Family Foundation, a 501(c)(3) charitable organization, and those shares were included in the total amount reported on the Form 3 filed on November 14, 2014 in error since such amounts should have been reported as gifts previously. The totals listed in Column 5 of Table I of this Form 5 reflect a 5-for-1 reverse stock split that occurred with respect to NEWT's common stock on October 22, 2014.
- F2Reporting person gifted shares to The B Sloane Family Foundation. The reporting person disclaims beneficial ownership of these securities.
- F3The shares were received by the Reporting Person pursuant to a dividend declared by Newtek Business Services Corp. on October 1, 2015. As a result of the dividend, all holders of record of Common Stock on November 18, 2015 received on December 31, 2015, $2.69 per share payable, at the election of the stockholder, in either all shares of Common Stock or $0.836 per share in cash and $1.853 in shares of Common Stock. The price per share of Common Stock issued was based on the Common Stock's volume-weighted average price of $13.48 per share on the Nasdaq Global Market on December 11, 14 and 15, 2015.