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