0001209191-18-064190.txt : 20181227 0001209191-18-064190.hdr.sgml : 20181227 20181227163220 ACCESSION NUMBER: 0001209191-18-064190 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181224 FILED AS OF DATE: 20181227 DATE AS OF CHANGE: 20181227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frost Nevada Investments Trust CENTRAL INDEX KEY: 0001464124 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15799 FILM NUMBER: 181255007 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-6000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15799 FILM NUMBER: 181255008 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LADENBURG THALMANN FINANCIAL SERVICES INC. CENTRAL INDEX KEY: 0001029730 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 650701248 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: 12TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-572-4100 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: 12TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: LADENBURG THALMANN FINANCIAL SERVICES INC DATE OF NAME CHANGE: 20010514 FORMER COMPANY: FORMER CONFORMED NAME: GBI CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19990826 FORMER COMPANY: FORMER CONFORMED NAME: FROST HANNA CAPITAL GROUP INC DATE OF NAME CHANGE: 19961227 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-12-24 1 0001029730 LADENBURG THALMANN FINANCIAL SERVICES INC. LTS 0000898860 FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI FL 33137 0 0 0 1 Former 10% Owner 0001464124 Frost Nevada Investments Trust 4400 BISCAYNE BOULEVARD MIAMI FL 33137 0 0 0 1 Former 10% Owner Common Stock 2018-12-24 5 G 0 E 12000000 0.00 D 816199 I Frost Gamma Investments Trust Common Stock 2018-12-24 4 S 0 3095000 2.50 D 0 D Common Stock 2018-12-24 4 S 0 47805000 2.50 D 6208431 I Frost Nevada Investments Trust 8.00% Series A Cumulative Redeemable Preferred Stock 910000 I Frost Nevada Investments Trust Stock Option (Right to Buy) 0.73 2018-12-24 4 H 0 20000 D 2010-08-27 2019-08-27 Common Stock 20000 0 D Stock Option (Right to Buy) 0.90 2018-12-24 4 H 0 1000000 D 2019-09-20 Common Stock 1000000 0 D Stock Option (Right to Buy) 1.11 2018-12-24 4 H 0 20000 D 2011-09-24 2020-09-24 Common Stock 20000 0 D Stock Option (Right to Buy) 1.28 2018-12-24 4 H 0 600000 D 2019-09-20 Common Stock 600000 0 D Stock Option (Right to Buy) 1.79 2018-12-24 4 H 0 20000 D 2012-11-10 2021-11-10 Common Stock 20000 0 D Stock Option (Right to Buy) 2.80 2018-12-24 4 H 0 750000 D 2019-09-20 Common Stock 750000 0 D Stock Option (Right to Buy) 1.32 2018-12-24 4 H 0 50000 D 2013-09-28 2022-09-28 Common Stock 50000 0 D Stock Option (Right to Buy) 1.40 2018-12-24 4 H 0 300000 D 2019-09-20 Common Stock 300000 0 D Stock Option (Right to Buy) 1.46 2018-12-24 4 H 0 50000 D 2014-05-09 2023-05-09 Common Stock 50000 0 D Stock Option (Right to Buy) 3.25 2018-12-24 4 H 0 400000 D 2019-09-20 Common Stock 400000 0 D Stock Option (Right to Buy) 3.01 2018-12-24 4 H 0 50000 D 2015-06-25 2024-06-25 Common Stock 50000 0 D Stock Option (Right to Buy) 4.25 2018-12-24 4 H 0 150000 D 2019-09-20 Common Stock 150000 0 D Stock Option (Right to Buy) 3.38 2018-12-24 4 H 0 50000 D 2016-05-18 2025-05-18 Common Stock 50000 0 D Stock Option (Right to Buy) 2.65 2018-12-24 4 H 0 100000 D 2019-09-20 Common Stock 100000 0 D Stock Option (Right to Buy) 2.40 2018-12-24 4 H 0 50000 D 2017-05-18 2026-05-18 Common Stock 50000 0 D These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation. The shares of common stock were repurchased by the issuer in a private transaction. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013. Dr. Frost received $3 million in the aggregate from the issuer in connection with the cancellation of the 3,610,000 stock options set forth in Table II to this Form 4. The options were granted on January 14, 2010 and vested in four equal annual installments beginning on January 14, 2011. The options were granted on March 2, 2011 and vested in four equal annual installments beginning on March 2, 2012. The options were granted on January 31, 2012 and vested in four equal annual installments beginning on January 31, 2013. The options were granted on January 28, 2013 and vested in four equal annual installments beginning on January 28, 2014. The options were granted on January 17, 2014 and vested in four equal annual installments beginning on January 17, 2015. The options were granted on January 20, 2015 and vested in three equal annual installments beginning on January 20, 2016. 50,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors. The options were granted on January 14, 2016 and vested in two equal annual installments beginning on January 14, 2017. 100,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors. /s/ Phillip Frost, M.D. 2018-12-27 /s/ Phillip Frost, M.D., Trustee 2018-12-27 EX-99 2 attachment1.htm EX-99 DOCUMENT

JOINT FILER INFORMATION

NAME:                          Frost Nevada Investments Trust
ADDRESS:                       4400 Biscayne Blvd
                               Miami, FL 33137

Designated Filer:              Phillip Frost, M.D.

Issuer and Ticker Symbol:      Ladenburg Thalmann Financial Services Inc. (LTS)

Date of Event Requiring
Statement:                     December 24, 2018

                               FROST NEVADA INVESTMENTS TRUST

                               By:/s/ Phillip Frost, M.D.
                               Phillip Frost, M.D., Trustee