SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/24/2018 G V 12,000,000 D $0.00 816,199 I Frost Gamma Investments Trust(1)
Common Stock 12/24/2018 S(2) 3,095,000 D $2.5 0 D
Common Stock 12/24/2018 S(2) 47,805,000 D $2.5 6,208,431 I Frost Nevada Investments Trust(3)
8.00% Series A Cumulative Redeemable Preferred Stock 910,000(4) I Frost Nevada Investments Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.73 12/24/2018 H 20,000 08/27/2010 08/27/2019 Common Stock 20,000 (5) 0 D
Stock Option (Right to Buy) $0.9 12/24/2018 H 1,000,000 (6) 09/20/2019 Common Stock 1,000,000 (5) 0 D
Stock Option (Right to Buy) $1.11 12/24/2018 H 20,000 09/24/2011 09/24/2020 Common Stock 20,000 (5) 0 D
Stock Option (Right to Buy) $1.28 12/24/2018 H 600,000 (7) 09/20/2019 Common Stock 600,000 (5) 0 D
Stock Option (Right to Buy) $1.79 12/24/2018 H 20,000 11/10/2012 11/10/2021 Common Stock 20,000 (5) 0 D
Stock Option (Right to Buy) $2.8 12/24/2018 H 750,000 (8) 09/20/2019 Common Stock 750,000 (5) 0 D
Stock Option (Right to Buy) $1.32 12/24/2018 H 50,000 09/28/2013 09/28/2022 Common Stock 50,000 (5) 0 D
Stock Option (Right to Buy) $1.4 12/24/2018 H 300,000 (9) 09/20/2019 Common Stock 300,000 (5) 0 D
Stock Option (Right to Buy) $1.46 12/24/2018 H 50,000 05/09/2014 05/09/2023 Common Stock 50,000 (5) 0 D
Stock Option (Right to Buy) $3.25 12/24/2018 H 400,000 (10) 09/20/2019 Common Stock 400,000 (5) 0 D
Stock Option (Right to Buy) $3.01 12/24/2018 H 50,000 06/25/2015 06/25/2024 Common Stock 50,000 (5) 0 D
Stock Option (Right to Buy) $4.25 12/24/2018 H 150,000 (11) 09/20/2019 Common Stock 150,000 (5) 0 D
Stock Option (Right to Buy) $3.38 12/24/2018 H 50,000 05/18/2016 05/18/2025 Common Stock 50,000 (5) 0 D
Stock Option (Right to Buy) $2.65 12/24/2018 H 100,000 (12) 09/20/2019 Common Stock 100,000 (5) 0 D
Stock Option (Right to Buy) $2.4 12/24/2018 H 50,000 05/18/2017 05/18/2026 Common Stock 50,000 (5) 0 D
1. Name and Address of Reporting Person*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Frost Nevada Investments Trust

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
Explanation of Responses:
1. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.
2. The shares of common stock were repurchased by the issuer in a private transaction.
3. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.
4. The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.
5. Dr. Frost received $3 million in the aggregate from the issuer in connection with the cancellation of the 3,610,000 stock options set forth in Table II to this Form 4.
6. The options were granted on January 14, 2010 and vested in four equal annual installments beginning on January 14, 2011.
7. The options were granted on March 2, 2011 and vested in four equal annual installments beginning on March 2, 2012.
8. The options were granted on January 31, 2012 and vested in four equal annual installments beginning on January 31, 2013.
9. The options were granted on January 28, 2013 and vested in four equal annual installments beginning on January 28, 2014.
10. The options were granted on January 17, 2014 and vested in four equal annual installments beginning on January 17, 2015.
11. The options were granted on January 20, 2015 and vested in three equal annual installments beginning on January 20, 2016. 50,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors.
12. The options were granted on January 14, 2016 and vested in two equal annual installments beginning on January 14, 2017. 100,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors.
Remarks:
/s/ Phillip Frost, M.D. 12/27/2018
/s/ Phillip Frost, M.D., Trustee 12/27/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.