0001493152-20-002475.txt : 20200214
0001493152-20-002475.hdr.sgml : 20200214
20200214152149
ACCESSION NUMBER: 0001493152-20-002475
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200212
FILED AS OF DATE: 20200214
DATE AS OF CHANGE: 20200214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPEN RICHARD
CENTRAL INDEX KEY: 0001047092
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15799
FILM NUMBER: 20618655
MAIL ADDRESS:
STREET 1: 4400 BISCAYNE BLVD.; 10TH FLOOR
CITY: MIAMI
STATE: FL
ZIP: 33137
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LADENBURG THALMANN FINANCIAL SERVICES INC.
CENTRAL INDEX KEY: 0001029730
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 650701248
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4400 BISCAYNE BLVD.
STREET 2: 12TH FLOOR
CITY: MIAMI
STATE: FL
ZIP: 33137
BUSINESS PHONE: 305-572-4100
MAIL ADDRESS:
STREET 1: 4400 BISCAYNE BLVD.
STREET 2: 12TH FLOOR
CITY: MIAMI
STATE: FL
ZIP: 33137
FORMER COMPANY:
FORMER CONFORMED NAME: LADENBURG THALMANN FINANCIAL SERVICES INC
DATE OF NAME CHANGE: 20010514
FORMER COMPANY:
FORMER CONFORMED NAME: GBI CAPITAL MANAGEMENT CORP
DATE OF NAME CHANGE: 19990826
FORMER COMPANY:
FORMER CONFORMED NAME: FROST HANNA CAPITAL GROUP INC
DATE OF NAME CHANGE: 19961227
4
1
ownership.xml
X0306
4
2020-02-12
1
0001029730
LADENBURG THALMANN FINANCIAL SERVICES INC.
LTS
0001047092
LAMPEN RICHARD
4400 BISCAYNE BOULEVARD
12TH FLOOR
MIAMI
FL
33137
0
0
0
1
Former Director and Officer
Common Stock
2020-02-14
4
D
0
3324916
3.50
D
0
D
Common Stock
2020-02-14
4
D
0
83333
3.50
D
0
I
By wife
8.00% Series A Cumulative Redeemable Preferred Stock
2020-02-12
4
S
0
4000
25.114
D
200
I
By wife
Stock Option (Right to Buy)
1.28
2020-02-14
4
D
0
600000
2.22
D
2021-03-02
Common Stock
600000
0
D
Stock Option (Right to Buy)
2.80
2020-02-14
4
D
0
600000
0.70
D
2022-01-30
Common Stock
600000
0
D
Stock Option (Right to Buy)
1.40
2020-02-14
4
D
0
300000
2.10
D
2023-01-28
Common Stock
300000
0
D
Stock Option (Right to Buy)
3.25
2020-02-14
4
D
0
400000
0.25
D
2024-01-17
Common Stock
400000
0
D
Stock Option (Right to Buy)
4.25
2020-02-14
4
D
0
200000
0
D
2025-01-20
Common Stock
200000
0
D
Stock Option (Right to Buy)
2.65
2020-02-14
4
D
0
200000
0.85
D
2026-01-14
Common Stock
200000
0
D
Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.
Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
Disposed of in connection with the Merger.
The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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.
This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 20, 2016, was cancelled in the Merger because the exercise price was greater than the Per Share Merger Consideration.
This option, which provided for vesting in four equal annual installments, commencing on January 14, 2017, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
/s/ Richard J. Lampen
2020-02-14