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