0001596771-21-000058.txt : 20210908 0001596771-21-000058.hdr.sgml : 20210908 20210908144725 ACCESSION NUMBER: 0001596771-21-000058 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210903 FILED AS OF DATE: 20210908 DATE AS OF CHANGE: 20210908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steinhardt Capital Investors, LLLP CENTRAL INDEX KEY: 0001551339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20167 FILM NUMBER: 211241690 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-371-7300 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steinhardt Capital Management, LLC CENTRAL INDEX KEY: 0001551341 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20167 FILM NUMBER: 211241689 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-371-7300 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steinhardt David Russ CENTRAL INDEX KEY: 0001551340 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20167 FILM NUMBER: 211241691 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MACKINAC FINANCIAL CORP /MI/ CENTRAL INDEX KEY: 0000036506 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382062816 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 SOUTH CEDAR STREET STREET 2: PO BOX 369 CITY: MANISTIQUE STATE: MI ZIP: 49854 BUSINESS PHONE: 9063418401 MAIL ADDRESS: STREET 1: 130 S CEDAR ST STREET 2: P O BOX 369 CITY: MANISTIQUE STATE: MI ZIP: 49854 FORMER COMPANY: FORMER CONFORMED NAME: NORTH COUNTRY FINANCIAL CORP DATE OF NAME CHANGE: 19990409 FORMER COMPANY: FORMER CONFORMED NAME: FIRST MANISTIQUE CORP DATE OF NAME CHANGE: 19920703 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2021-09-03 1 0000036506 MACKINAC FINANCIAL CORP /MI/ MFNC 0001551340 Steinhardt David Russ 712 5TH AVE, 34TH FLOOR NEW YORK NY 10019 1 0 1 0 0001551339 Steinhardt Capital Investors, LLLP 712 5TH AVE, 34TH FLOOR NEW YORK NY 10019 0 0 1 0 0001551341 Steinhardt Capital Management, LLC 712 5TH AVE, 34TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2021-09-03 4 D 0 16994 D 0 D Common Stock 2021-09-03 4 D 0 1044557 D 0 I By Steinhardt Capital Investors, LLLP On September 3, 2021, pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of April 12, 2021 by and between Nicolet Bankshares, Inc. ("Nicolet") and Mackinac Financial Corporation ("MFNC"), MFNC merged with and into Nicolet ("Merger"), and each outstanding share of MFNC common stock was converted into the right to receive 0.22 of a share of Nicolet common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of Nicolet common stock which the holder would otherwise be entitled to receive multiplied by $4.64. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the MFNC common stock reported in Table I, an aggregate of 233,540 shares of Nicolet common stock having a market value of $76.74 per share on the effective date of the Merger, and cash in lieu of a fractional share of Nicolet common stock, subject to any required tax withholding under applicable law. Pursuant to the Merger Agreement, the amount of securities disposed of includes MFNC restricted shares. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted share awards under MFNC's equity incentive plans automatically accelerated in full and such restricted shares converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting. The reported securities are owned directly by Steinhardt Capital Investors, LLLP, and indirectly by Steinhardt Capital Management, LLC, as general partner of Steinhardt Capital Investors, LLLP, and David R. Steinhardt as a manager of Steinhardt Capital Management, LLC. Steinhardt Capital Management, LLC and David R. Steinhardt disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. /s/ David R. Steinhardt 2021-09-08 /s/ David R. Steinhardt, Manager of Steinhardt Capital Management, LLC, the General Partner of Steinhardt Capital Investors, LLLP 2021-09-08 /s/ David R. Steinhardt, Manager of Steinhardt Capital Management, LLC 2021-09-08