SEC Form 4 · accession 0000899243-16-034281
CIFC LLC · CIFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
DFR Holdings, LLC
Director · 10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 2:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649709
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON SHARESF1 | Nov 21, 2016 | D | 18,822,175 | $11.46 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON SHARE WARRANT (RIGHT TO BUY)F2 | $6.375 | Nov 21, 2016 | D | 2,000,000 | D | Dec 31, 2013 | Jan 24, 2017 | COMMON SHARE | 2,000,000 | 0 | D |
Explanation of responses
- F1Pursuant to that certain Agreement and Plan of Merger dated August 19, 2016 (the "Merger Agreement") among the Issuer, F.A.B. Holdings I LP and CIFC Acquisition, LLC, as of the effective time of the merger, each issued and outstanding Common Share of the Issuer (as defined under the Merger Agreement), with certain limited exceptions, was converted into the right to receive $11.46 in cash, representing the $11.36 per share merger consideration and a $0.10 cash distribution declared by the Issuer, without interest.
- F2Pursuant to the Merger Agreement, the warrant was redeemed or canceled in exchange for the right to receive $6.675 per each common share of the Issuer that the warrant was exercisable into, as calculated in accordance with the formula provided for in the Merger Agreement.