Yeager David P's Form 4/A amendment
AmendedHub Group, Inc.HUBG · filed Sep 22, 2022
- Accession no.
- 0001140361-22-034432
- Filed
- Sep 22, 2022
- Trade date
- Aug 9, 2022
- Filing delay
- 44 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Aug 11, 2022
This filing lists 2 non-derivative transactions. It carries over 8 transactions from the original filing that it did not restate. Open-market purchases total $14.7M. Open-market sales total $15.9M. It was filed 44 days after the trade.
This amendment restates part of 0001567619-22-015624 (filed Aug 11, 2022). The transactions it did not restate still count and are listed below.
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 |
|---|---|
| Yeager David PCIK 0001243751 | Director, Officer (Chairman & CEO) |
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 |
|---|---|---|---|---|---|---|---|---|
| Aug 9, 2022 | Class A Common Stock | SSaleDisposed | −65,914 | $80.83 | −$5,327,828.62 | 0 | Indirect | |
| Aug 9, 2022 | Class B Common Stock | PPurchaseAcquired | +46,879 | $104.99 | +$4,921,826.21 | 46,879 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001567619-22-015624 (filed Aug 11, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 9, 2022 | Class A Common Stock | SSaleAcquired | +50,419 | $80.83 | +$4,075,367.77 | 111,850 | Direct | |
| Aug 9, 2022 | Class A Common Stock | SSaleDisposed | −20,603 | $80.83 | −$1,665,340.49 | 91,247 | Direct | |
| Aug 9, 2022 | Class A Common Stock | SSaleDisposed | −38,189 | $80.83 | −$3,086,816.87 | 53,058 | Direct | |
| Aug 9, 2022 | Class A Common Stock | SSaleDisposed | −21,454 | $80.83 | −$1,734,126.82 | 0 | Indirect | |
| Aug 9, 2022 | Class B Common Stock | PPurchaseAcquired | +35,859 | $104.99 | +$3,764,836.41 | 99,747 | Direct | |
| Aug 9, 2022 | Class B Common Stock | PPurchaseAcquired | +14,653 | $104.99 | +$1,538,418.47 | 114,400 | Direct | |
| Aug 9, 2022 | Class B Common Stock | PPurchaseAcquired | +27,161 | $104.99 | +$2,851,633.39 | 141,561 | Direct | |
| Aug 9, 2022 | Class B Common Stock | PPurchaseAcquired | +15,259 | $104.99 | +$1,602,042.41 | 15,259 | 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
This Form 4 is being amended to report a sale of Class A Common Stock ("Class A Shares") and a purchase of Class B Common Stock ("Class B Shares") pursuant to the closing of the Common Stock Exchange and Repurchase Agreement on August 9, 2022, which transactions were omitted from the Form 4 filed by the Reporting Person on August 11, 2022 (the "Original Form 4"), due to administrative error.
- F2
The reported sale of Class A Shares and purchase of Class B Shares were effected through a family trust for which the reporting person has beneficial ownership, and such transactions should therefore have been included with the sales of Class A Shares and purchases of Class B Shares (which are not matchable under Section 16(b)) that were timely reported by the Reporting Person on the Original Form 4. For more information see the Current Report on Form 8-K filed by the Issuer on August 9, 2022.
- F3
The Original Form 4 omitted a footnote explaining a correction of the Reporting Person's direct aggregate holdings of Class A Shares to remove 20,000 Class A Shares attributed to unvested performance shares, which were inadvertently included in the March 11, 2022 Form 4 for the Reporting Person.
- F4
The Yeager family members are parties to a stockholders' agreement pursuant to which they have agreed to vote all of their Class B Shares in accordance with the vote of the holders of a majority of such shares, or in the event of a tie, as directed by the independent members of the Board of Directors. Members of the Yeager family own all 574,903 Class B Shares.
- F5
The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.