0001446472-23-000018.txt : 20230530
0001446472-23-000018.hdr.sgml : 20230530
20230530193038
ACCESSION NUMBER: 0001446472-23-000018
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230322
FILED AS OF DATE: 20230530
DATE AS OF CHANGE: 20230530
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRANK RENDA 2015 IRREVOCABLE TRUST
CENTRAL INDEX KEY: 0001965912
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41090
FILM NUMBER: 23978500
BUSINESS ADDRESS:
STREET 1: 3700 SCENIC VIEW DR.
CITY: FLOWER MOUND
STATE: TX
ZIP: 75022
BUSINESS PHONE: 817-293-4263
MAIL ADDRESS:
STREET 1: 3700 SCENIC VIEW DR.
CITY: FLOWER MOUND
STATE: TX
ZIP: 75022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Renda Frankie S.
CENTRAL INDEX KEY: 0001965929
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41090
FILM NUMBER: 23978501
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
primary_doc.xml
PRIMARY DOCUMENT
X0407
4
2023-03-22
0
0001883814
Southland Holdings, Inc.
SLND
0001965929
Renda Frankie S.
1100 KUBOTA DR.
GRAPEVINE
TX
76051
1
1
1
0
President and CEO
0001965912
FRANK RENDA 2015 IRREVOCABLE TRUST
3700 SCENIC VIEW DR.
FLOWER MOUND
TX
75022
0
0
1
0
0
Common Stock
2023-03-22
4
J
0
1017643
10.15
A
11480487
D
Common Stock
2023-03-22
4
J
0
568565
10.15
A
6140497
I
By Frank Renda 2015 Irrevocable Trust
Common Stock
2023-03-22
4
J
0
204759
10.15
A
2211394
I
By Madison Nicole Renda Trust
Common Stock
2023-03-22
4
J
0
204759
10.15
A
2211394
I
By Dominic Vincent Renda Trust
Common Stock
2023-03-22
4
J
0
204759
10.15
A
2211394
I
By Santino Leonidas Renda Trust
Common Stock
2023-03-22
4
J
0
6414
10.15
A
69270
I
By Amanda Delee Renda
The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.
These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A.
These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B.
These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C.
These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D.
These shares are held directly by the spouse of Frankie S. Renda.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.
/s/ Frankie S. Renda
2023-05-30
Frank Renda 2015 Irrevocable Trust By: /s/ Frankie S. Renda, Trustee
2023-05-30