0001140361-20-024911.txt : 20201106
0001140361-20-024911.hdr.sgml : 20201106
20201106170320
ACCESSION NUMBER: 0001140361-20-024911
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201106
FILED AS OF DATE: 20201106
DATE AS OF CHANGE: 20201106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perry Jonathan L
CENTRAL INDEX KEY: 0001707370
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36892
FILM NUMBER: 201295215
MAIL ADDRESS:
STREET 1: 5 OLD LANCASTER ROAD
CITY: MALVERN
STATE: PA
ZIP: 19355
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Jernigan Capital, Inc.
CENTRAL INDEX KEY: 0001622353
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 471978772
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6410 POPLAR AVE.
STREET 2: SUITE 650
CITY: MEMPHIS
STATE: TN
ZIP: 38119
BUSINESS PHONE: 901.567.9522
MAIL ADDRESS:
STREET 1: 6410 POPLAR AVE.
STREET 2: SUITE 650
CITY: MEMPHIS
STATE: TN
ZIP: 38119
4
1
form4.xml
FORM 4
X0306
4
2020-11-06
true
0001622353
Jernigan Capital, Inc.
JCAP
0001707370
Perry Jonathan L
6410 POPLAR AVE
SUITE 650
MEMPHIS
TN
38119
true
President, CIO
Common Stock
2020-11-06
4
J
0
58347
D
0
D
OC Units
2020-11-06
4
J
0
76923
A
2021-02-20
Common Stock
76923
153846
I
OC Units
OC Units
2020-11-06
4
J
0
76923
D
2021-02-20
Common Stock
76923
76923
I
OC Units
OC Units
2020-11-06
4
J
0
76923
D
2021-02-20
Common Stock
76923
0
D
Represents 33,303 restricted share awards and 25,044 unrestricted shares of common stock of Jernigan Capital, Inc. (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of common shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $17.30, and each common share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30.
By JCAP Advisors, LLC. Received in connection with the closing of transactions contemplated by the previously disclosed Asset Purchase Agreement (the "Purchase Agreement"), dated as of December 16, 2019, by and among the Company, Jernigan Capital Operating Company, LLC (the "Operating Company"), JCAP Advisors, LLC, Dean Jernigan, John A. Good and Jonathan L. Perry. Under the terms of the Purchase Agreement, issuance of the OC Units would be triggered, if at all, upon the earlier of: (1) the Company's common shares trading at or above a daily volume weighted price of $25.00 per share for at least 30 days during any trailing 365-day period prior to December 31, 2024 or (2) a "change of control" of the Company approved by our board of directors and our stockholders that occurs prior to December 31, 2024.
Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each OC Unit that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30.
Represents units of limited liability company interest ("OC Units") in the Operating Partnership. Beginning on the one-year anniversary of the date of issuance, each OC Unit is redeemable for cash or, at the Issuer's option, exchanged for shares of the Issuer's common stock on a one-for-one basis in lieu of cash. The OC Units have no expiration date.
/s/ Zachary Davis, as Attorney-in-Fact for Jonathan L. Perry
2020-11-06