0001446472-23-000024.txt : 20230612 0001446472-23-000024.hdr.sgml : 20230612 20230612195332 ACCESSION NUMBER: 0001446472-23-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230608 FILED AS OF DATE: 20230612 DATE AS OF CHANGE: 20230612 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: 231009925 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 2023-06-08 0 0001883814 Southland Holdings, Inc. SLND 0001965926 Winn Walter Timothy 1100 KUBOTA DR. GRAPEVINE TX 76051 1 1 1 0 Co-COO and EVP 0 Common Stock 2023-06-08 4 S 0 12365 8.72 D 1680373 I By Debra Nicole Winn Common Stock 2023-06-09 4 S 0 18696 8.84 D 1661677 I By Debra Nicole Winn Common Stock 2023-06-12 4 S 0 10000 8.61 D 1651677 I By Debra Nicole Winn Common Stock 1669308 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 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. 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 $8.65 to $8.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.80 to $8.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.60 to $8.62, 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), (3) and (4) to this Form 4. These shares are held directly by the spouse of the reporting person as separate property. 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. 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. 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. 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. /s/ Walter Timothy Winn 2023-06-12