0001415889-23-013439.txt : 20230919 0001415889-23-013439.hdr.sgml : 20230919 20230919190829 ACCESSION NUMBER: 0001415889-23-013439 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230915 FILED AS OF DATE: 20230919 DATE AS OF CHANGE: 20230919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Winn Walter Timothy CENTRAL INDEX KEY: 0001965926 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41090 FILM NUMBER: 231265044 MAIL ADDRESS: STREET 1: 1100 KUBOTA DR. CITY: GRAPEVINE STATE: TX ZIP: 76051 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Southland Holdings, Inc. CENTRAL INDEX KEY: 0001883814 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 KUBOTA DRIVE CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: (817) 293-4263 MAIL ADDRESS: STREET 1: 1100 KUBOTA DRIVE CITY: GRAPEVINE STATE: TX ZIP: 76051 FORMER COMPANY: FORMER CONFORMED NAME: LEGATO MERGER CORP. II DATE OF NAME CHANGE: 20210917 4 1 form4-09192023_110922.xml X0508 4 2023-09-15 0001883814 Southland Holdings, Inc. SLND 0001965926 Winn Walter Timothy 1100 KUBOTA DR. GRAPEVINE TX 76051 true true true false CO-COO AND EVP 0 Common Stock 2023-09-15 4 S 0 2785 6.73 D 1493451 I By Debra Nicole Winn Common Stock 2023-09-18 4 S 0 5296 6.87 D 1488155 I By Debra Nicole Winn Common Stock 2023-09-19 4 S 0 16622 6.83 D 1471533 I By Debra Nicole Winn Common Stock 1671808 D Common Stock 1675863 I By Walter Timothy Winn 2015 Irrevocable Trust Common Stock 1675863 I By Debra Nicole Winn Irrevocable 2020 Trust The shares reported as sold in Column 4 were held directly by the spouse of the reporting person as separate property. The reporting person and his spouse do not share a household and are legally separated pending issuance of a final divorce decree, have executed a binding settlement agreement providing that such shares are the separate property of such spouse and maintain separate estates. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof 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 or otherwise. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.67 to $6.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (5) and (6) to this Form 4. These shares are held directly by the spouse of the reporting person as separate property. The reporting person and his spouse do not share a household and are legally separated pending issuance of a final divorce decree, have executed a binding settlement agreement providing that such shares are the separate property of such spouse and maintain separate estates. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.80 to $7.11, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.75 to $6.89, inclusive. These shares are held directly by the Walter Timothy Winn 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A. For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. These shares are held directly by the Debra Nicole Winn Irrevocable 2020 Trust ("Trust B"), a family trust established for the benefit of the reporting person and the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. The reporting person has a right to receive distributions of the net income and principal of Trust B during his lifetime. /s/ Walter Timothy Winn 2023-09-19