SEC FORM 4

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

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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^*

Killinger Johann

(Last)

(First)

(Middle)

HEILWIGSTRASSE 96

(Street)

HAMBURG

20249

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINDBLAD EXPEDITIONS HOLDINGS, INC. [ LIND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value per share	08/29/2016		S		342,383	D	$9.1195⁽⁴⁾	2,227,128	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/01/2016		S		909	D	$9.5	2,226,219	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/02/2016		S		2,500	D	$9.5	2,223,719	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/06/2016		S		8,600	D	$9.5051⁽⁵⁾	2,215,119	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/07/2016		S		4,137	D	$9.5001⁽⁶⁾	2,210,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/21/2016		S		5,000	D	$9.0345⁽⁷⁾	2,205,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/21/2016		S		5,000	D	$9.0345⁽⁷⁾	2,738,016	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/22/2016		S		5,000	D	$9.0563⁽⁸⁾	2,200,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/22/2016		S		5,000	D	$9.0563⁽⁸⁾	2,733,016	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/23/2016		S		5,000	D	$9.0579⁽⁹⁾	2,195,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/23/2016		S		5,000	D	$9.0579⁽⁹⁾	2,728,016	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/26/2016		S		5,000	D	$9.0697⁽¹⁰⁾	2,190,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/26/2016		S		5,000	D	$9.0697⁽¹⁰⁾	2,723,016	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/27/2016		S		5,000	D	$9.1512⁽¹¹⁾	2,185,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/27/2016		S		5,000	D	$9.1512⁽¹¹⁾	2,718,016	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/28/2016		S		320,000	D	$9.2	1,865,982	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock, $0.0001 par value per share	09/28/2016		S		80,000	D	$9.2	2,638,016	I	See Footnotes⁽²⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Killinger Johann

(Last)

(First)

(Middle)

HEILWIGSTRASSE 96

(Street)

HAMBURG

20249

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baldeweg Dirk Klaus

(Last)

(First)

(Middle)

UP DE WORTH 19

(Street)

HAMBURG

22391

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares of Common Stock ("Shares") are directly owned by Talas Shipping GmbH & Co. KG, for which each of the Reporting Persons serve as managing director.

2. These Shares are directly owned by Two Mountain Ltd., for which each of the Reporting Persons serve as director.

3. Each Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. This price reflects the weighted average price for open-market sales of Shares on August 29, 2016, within a $1.00 range. The actual prices for these transactions range from $9 to $9.21, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the range set forth in footnotes (4) through (11).

5. This price reflects the weighted average price for open-market sales of Shares on September 6, 2016, within a $1.00 range. The actual prices for these transactions range from $9.5 to $9.55, inclusive.

6. This price reflects the weighted average price for open-market sales of Shares on September 7, 2016, within a $1.00 range. The actual prices for these transactions range from $9.5 to $9.53, inclusive.

7. This price reflects the weighted average price for open-market sales of Shares on September 21, 2016, within a $1.00 range. The actual prices for these transactions range from $9.01 to $9.07, inclusive.

8. This price reflects the weighted average price for open-market sales of Shares on September 22, 2016, within a $1.00 range. The actual prices for these transactions range from $9.03 to $9.1, inclusive.

9. This price reflects the weighted average price for open-market sales of Shares on September 23, 2016, within a $1.00 range. The actual prices for these transactions range from $9.05 to $9.9, inclusive.

10. This price reflects the weighted average price for open-market sales of Shares on September 26, 2016, within a $1.00 range. The actual prices for these transactions range from $9.05 to $9.11, inclusive.

11. This price reflects the weighted average price for open-market sales of Shares on September 27, 2016, within a $1.00 range. The actual prices for these transactions range from $9.09 to $9.25, inclusive.

	/s/ Dr. Johann Killinger	11/21/2016
	/s/ Dr. Dirk Baldeweg	11/21/2016
	** 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).
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