Winn Walter Timothy's Form 4/A amendment
AmendedSouthland Holdings, Inc. (SLND) · filed Sep 12, 2023
- Accession no.
- 0001415889-23-013195
- Filed
- Sep 12, 2023
- Rule 10b5-1 plan
- Not checked
- Original filed
- Aug 30, 2023
This filing lists no transactions. It carries over 3 transactions from the original filing that it did not restate. Open-market sales total $170.1K.
This amendment restates part of 0001415889-23-012818 (filed Aug 30, 2023). 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 |
|---|---|
| Winn Walter TimothyCIK 0001965926 | Director, Officer (CO-COO AND EVP), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
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 0001415889-23-012818 (filed Aug 30, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 28, 2023 | Common Stock | SSaleDisposed | −12,388 | $6.94F1,F2,F3 | −$85,972.72 | 1,532,939 | Indirect | |
| Aug 29, 2023 | Common Stock | SSaleDisposed | −8,500 | $6.72F1,F3,F5 | −$57,120 | 1,524,439 | Indirect | |
| Aug 30, 2023 | Common Stock | SSaleDisposed | −3,995 | $6.77F1,F3,F6 | −$27,046.15 | 1,520,444 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
The shares reported as sold in Column 4 were held directly by the spouse of the reporting person as separate property. The reporting person and his spouse do not share a household and are legally separated pending issuance of a final divorce decree, have executed a binding settlement agreement providing that such shares are the separate property of such spouse and maintain separate estates. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.
Referenced by the price of 3 transactions in Table I.
- F2
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $7.00, inclusive.
Referenced by the price of 1 transaction in Table I.
- F3
The reporting person undertakes 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 shares sold at each separate price within the ranges set forth in footnotes (2), (5) and (6) to this Form 4.
Referenced by the price of 3 transactions in Table I.
- F5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.65 to $6.86, inclusive.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.71 to $6.84, inclusive.
Referenced by the price of 1 transaction in Table I.
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
These shares are held directly by the Walter Timothy Winn 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A.
- F2
For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F3
These shares are held directly by the Debra Nicole Winn Irrevocable 2020 Trust ("Trust B"), a family trust established for the benefit of the reporting person and the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. The reporting person has a right to receive distributions of the net income and principal of Trust B during his lifetime.
Remarks
On August 30, 2023, the reporting person filed a Form 4 that inadvertently omitted direct and indirect holdings of the reporting person. This amendment is being filed to include such omitted direct and indirect holdings.