Rithm Capital Corp.'s Form 4 filing
Sculptor Capital Management, Inc. (SCU) · filed Nov 20, 2023
- Accession no.
- 0001140361-23-054064
- Filed
- Nov 20, 2023
- Trade date
- Nov 17, 2023
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 1 derivative transaction. Open-market purchases total $376.7M. It was filed 3 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 |
|---|---|
| Rithm Capital Corp.CIK 0001556593 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 17, 2023 | Class A Common Stock | PPurchaseAcquired | +15,025,994 | $7.33F5 | +$110,140,536.02 | 0 | Direct |
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
On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share.
Referenced by the price of 1 transaction in Table I.
- F2
All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof.
Referenced by the price of 1 transaction in Table I.
- F5
Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit.
Referenced by the price of 1 transaction in Table II.