SEC Form 4 · accession 0001649709-16-000113
CIFC LLC · CIFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rahul N Agarwal
Officer — Chief Financial Officer
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 6:02 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 | 65,933 | $11.36 | D | 29,735 | D | |
| Common SharesF2 | Nov 21, 2016 | D | 29,735 | $11.36 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share OptionF3 | $7.78 | Nov 21, 2016 | D | 100,000 | D | Dec 21, 2013 | Dec 21, 2022 | Common Shares | 100,000 | 0 | D |
Explanation of responses
- F1Represents time-based restricted share units subject to vesting over time, which were vested and canceled at the effective time of the merger pursuant to the Agreement and Plan of Merger, dated August 19, 2016, by and among the Company, F.A.B. Holdings I LP and CIFC Acquisition, LLC (the "Merger"), in exchange for the right to receive $11.36 in cash per share (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law.
- F2Represents common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.
- F3As of the effective time of the Merger, each outstanding share option to purchase common shares was canceled in exchange for the right to receive an amount in cash (subject to any applicable withholding) equal to the product of (i) the total number of common shares subject to the share option as of the effective time of the Merger and (ii) the amount by which the Merger Consideration exceeds the exercise price per share of common shares underlying the share option.