0001493152-20-002480.txt : 20200214 0001493152-20-002480.hdr.sgml : 20200214 20200214152621 ACCESSION NUMBER: 0001493152-20-002480 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: Simkin Jacqueline M CENTRAL INDEX KEY: 0001446157 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15799 FILM NUMBER: 20618699 MAIL ADDRESS: STREET 1: 801 BRICKELL AVENUE STREET 2: SUITE 2350 CITY: MIAMI STATE: FL ZIP: 33131 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 0001446157 Simkin Jacqueline M 4400 BISCAYNE BLVD., SUITE 514 MIAMI FL 33137 0 0 0 1 Former Director 8.00% Series A Cumulative Redeemable Preferred Stock 2020-02-12 4 S 0 8000 25.083 D 0 I Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 Common Stock 2020-02-14 4 D 0 45000 3.50 D 0 D Common Stock 2020-02-14 4 D 0 1859738 3.50 D 0 I Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03 Common Stock 2020-02-14 4 D 0 158000 3.50 D 0 I Held by The Jacqueline Simkin Charitable Remainder Unitrust dtd 09/06/2002 Stock Option (Right to Buy) 1.73 2020-02-14 4 D 0 20000 1.77 D 2012-09-19 2021-09-19 Common Stock 20000 0 D Stock Option (Right to Buy) 1.79 2020-02-14 4 D 0 20000 1.71 D 2012-11-10 2021-11-10 Common Stock 20000 0 D Stock Option (Right to Buy) 1.32 2020-02-14 4 D 0 50000 2.18 D 2013-09-28 2022-09-28 Common Stock 50000 0 D Stock Option (Right to Buy) 1.46 2020-02-14 4 D 0 50000 2.04 D 2014-05-09 2023-05-09 Common Stock 50000 0 D Stock Option (Right to Buy) 3.01 2020-02-14 4 D 0 50000 0.49 D 2015-06-25 2024-06-25 Common Stock 50000 0 D Stock Option (Right to Buy) 3.38 2020-02-14 4 D 0 50000 0.12 D 2016-05-18 2025-05-18 Common Stock 50000 0 D Stock Option (Right to Buy) 2.40 2020-02-14 4 D 0 50000 1.10 D 2017-05-18 2026-05-18 Common Stock 50000 0 D 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. The reporting person is the trustee of the above-listed trust. Reflects restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03. 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. Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03. Disposed of in connection with the Merger. The reporting person is a co-trustee of the above-listed trust and disclaims beneficial ownership except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. This option 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/ Jacqueline M. Simkin 2020-02-14