Jefferies Financial Group Inc.'s Form 4 filing
Hillman Solutions Corp. (HLMN) · filed Jul 16, 2021
- Accession no.
- 0001104659-21-093199
- Filed
- Jul 16, 2021
- Trade date
- Oct 15, 2020-Jul 14, 2021
- Filing delay
- 274 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 4 derivative transactions. Open-market purchases total $31.9K. It was filed 274 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Jefferies Financial Group Inc.CIK 0000096223 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 15, 2020 | Common Stock | PPurchaseAcquired | +3,200 | $9.96 | +$31,872 | 3,200 | Indirect | |
| Jul 14, 2021 | Common Stock | MOption exerciseAcquired | +4,671,576 | –F1 | – | 4,671,576 | Direct | |
| Jul 14, 2021 | Common Stock | AGrant or awardAcquired | +2,500,000 | $10.00 | +$25,000,000 | 7,171,576 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 14, 2021 | Class A Common Stock | DReturned to the companyDisposed | −1,365,924 | $0.00 | $0 | 4,671,576 | Direct | |
| Jul 14, 2021 | Class A Common Stock | MOption exerciseDisposed | −4,671,576 | $0.00 | $0 | 0 | Direct | |
| Jul 14, 2021 | Common Stock | AGrant or awardDisposed | −4,000,000 | $1.50 | −$6,000,000 | 4,000,000 | Direct | |
| Jul 14, 2021 | Common Stock | PPurchaseDisposed | −501,066 | –F4,F5 | – | 501,066 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings III, Inc. or "Landcadia") and HMAN Group Holdings Inc. ("Hillman Holdco"), among other things, (i) the Reporting Person forfeited 1,365,924 shares of Landcadia's Class B common stock and (ii) each remaining share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-248856).
Referenced by the price of 1 transaction in Table I.
- F4
The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Person, Jefferies LLC or Jefferies Group LLC until the Closing. 4,000,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. 500,000 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants. The units were acquired at various prices, as set forth in the Reporting Person's Form 5 in the Issuer filed on February 5, 2021, which reported the purchase of the accompanying shares of Class A common stock included in the units.
Referenced by the price of 1 transaction in Table II.
- F5
1,066 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants at the price set forth in Table I which reports the purchase of the accompanying shares of Class A common stock included in the units.
Referenced by the price of 1 transaction in Table II.
Remarks
Prior to the Closing, Jefferies Financial Group Inc. was a director by deputization solely due to the circumstances of Mr. Richard Handler's service on the board of directors of Landcadia prior to the Closing. Mr. Handler stepped off of the board of directors at Closing. As a result of and immediately following the Closing, the Reporting Person is no longer a director by deputization or a 10% Owner, and therefore is no longer subject to Section 16 of the Securities Exchange Act of 1934.