Mithaq Capital's Form 4/A amendment
AmendedChildrens Place, Inc. (PLCE) · filed Feb 16, 2024
- Accession no.
- 0001104659-24-025045
- Filed
- Feb 16, 2024, 7:45 PM ET
- Trade date
- Feb 12, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Feb 14, 2024
This filing lists 9 non-derivative transactions and 7 derivative transactions. Open-market purchases total $24.7M. It was filed 4 days after the trade.
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 |
|---|---|
| Mithaq CapitalCIK 0001813994 | 10% Owner |
| Alrajhi Turki Saleh A.CIK 0001828133 | 10% Owner |
| Seemab Muhammad AsifCIK 0001828859 | 10% Owner |
| Mithaq Capital SPCCIK 0001834600 | 10% Owner |
| Mithaq GlobalCIK 0002012114 | 10% Owner |
| Snowball Compounding Ltd.CIK 0002012119 | 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 |
|---|---|---|---|---|---|---|---|---|
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +35,192 | $12.59F4 | +$443,067.28 | 3,132,460 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +31,033 | $13.73F5 | +$426,083.09 | 3,163,493 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +329,553 | $14.42F6 | +$4,752,154.26 | 3,493,046 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +273,106 | $15.49F7 | +$4,230,411.94 | 3,766,152 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +860,091 | $16.58F8 | +$14,260,308.78 | 4,626,243 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +37,500 | $17.00F9 | +$637,500 | 4,663,743 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseAcquired | +321,300 | $15.88 | +$5,102,244 | 4,985,043 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseAcquired | +500,000 | $16.69 | +$8,345,000 | 5,485,043 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseAcquired | +300,000 | $17.10 | +$5,130,000 | 5,785,043 | Direct | Duplicate filing |
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 |
|---|---|---|---|---|---|---|---|---|
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +321,300 | $5.88 | +$18,892.44 | 3,213 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +500,000 | $6.69 | +$33,450 | 5,000 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +300,000 | $7.10 | +$21,300 | 3,000 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | PPurchaseAcquired | +250,000 | $10.86 | +$27,150 | 2,500 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseDisposed | −321,300 | $0.00 | $0 | 0 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseDisposed | −500,000 | $0.00 | $0 | 0 | Direct | Duplicate filing |
| Feb 12, 2024 | Common Stock | XIn-the-money exerciseDisposed | −300,000 | $0.00 | $0 | 0 | Direct | Duplicate filing |
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 addition to Mithaq Capital SPC, a segregated portfolio company organized under the laws of the Cayman Islands ("Mithaq"), this Form 4 is being filed jointly by Mithaq Global, a company organized under the laws of the Cayman Islands ("Mithaq Global"), Mithaq Capital, a company organized under the laws of the Cayman Islands ("Mithaq Capital"), Turki Saleh A. AlRajhi, a citizen of Saudi Arabia, Muhammad Asif Seemab, a citizen of Pakistan, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman Islands ("Snowball", and together with Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Muhammad Asif Seemab, the "Reporting Persons"), each of whom has the same business address as Mithaq and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). The amount reflected in Column 5 reflects 1,000 Subject Securities held directly by Snowball, a wholly owned subsidiary of Mithaq.
- F2
Mithaq and Mithaq Global are investment vehicles for certain members of the AlRajhi family, of which Turki Saleh A. AlRajhi is a member, and select other eligible investors that are employed by Mithaq or its affiliates. Mithaq is a controlled affiliate of Mithaq Capital. Mithaq Capital is a controlled affiliate of Mithaq Global, and acts as investment advisor for Mithaq.
- F3
Mithaq, as a controlled affiliate of Mithaq Capital and Mithaq Capital, as the investment advisor for Mithaq and as a controlled affiliate of Mithaq Global, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. AlRajhi's position as a director of Mithaq, Mithaq Global and Mithaq Capital, Mr. AlRajhi may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Seemab's position as director of Mithaq and director and managing director of Mithaq Capital, Mr. Seemab may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F4
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $12.18 to $12.92. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F5
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $13.17 to $13.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F6
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $14.00 to $14.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F7
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $15.00 to $15.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F8
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $16.00 to $16.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F9
Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions each at a price of $17.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
Remarks
This Form 4/A amends the Form 4 filing dated February 14, 2024 (the "Original Form"), solely in order to add Mithaq Capital as an additional reporting person. Although Mithaq Capital was disclosed in the Original Form, it was unable to be included as a reporting person because it did not have codes for the EDGAR system at the time. Other than including Mithaq Capital as an additional reporting person, this form contains no amendment to the Original Form.