Renda Rudolph V.'s Form 4 filing
Southland Holdings, Inc. (SLND) · filed May 22, 2023
- Accession no.
- 0001446472-23-000015
- Filed
- May 22, 2023
- Trade date
- Mar 22-May 22, 2023
- Filing delay
- 61 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 7 non-derivative transactions. Open-market purchases total $98.4K. It was filed 61 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 |
|---|---|
| Renda Rudolph V.CIK 0001965927 | 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.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 22, 2023 | Common Stock | JOtherAcquired | +344,828 | $10.15F1 | +$3,500,004.2 | 3,861,937 | Direct | |
| Mar 22, 2023 | Common Stock | JOtherAcquired | +137,932 | $10.15F1 | +$1,400,009.8 | 1,491,161 | Indirect | |
| Mar 22, 2023 | Common Stock | JOtherAcquired | +68,966 | $10.15F1 | +$700,004.9 | 744,829 | Indirect | |
| Mar 22, 2023 | Common Stock | JOtherAcquired | +68,966 | $10.15F1 | +$700,004.9 | 744,829 | Indirect | |
| May 18, 2023 | Common Stock | PPurchaseAcquired | +4,667 | $8.23F2,F5 | +$38,409.41 | 3,866,604 | Direct | |
| May 19, 2023 | Common Stock | PPurchaseAcquired | +2,001 | $8.27F3,F5 | +$16,548.27 | 3,868,605 | Direct | |
| May 22, 2023 | Common Stock | PPurchaseAcquired | +5,053 | $8.60F4,F5 | +$43,455.8 | 3,873,658 | 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
The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.
Referenced by the price of 4 transactions in Table I.
- F2
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.80 to $8.40, inclusive.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.12 to $8.41, inclusive.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.35 to $8.88, inclusive.
Referenced by the price of 1 transaction in Table I.
- F5
The reporting person undertakes to provide to Southland Holdings, Inc., any security holder of Southland Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.
Referenced by the price of 3 transactions in Table I.