09/24/2024 | Press release | Distributed by Public on 09/24/2024 14:29
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reese Jason W. C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 |
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See remarks | |
Imperial Capital Asset Management, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 |
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LONG BALL PARTNERS LLC C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 |
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Imperial Capital Group Holdings II, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 |
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Jason Reese, By: /s/ Jason Reese | 2024-09-24 |
**Signature of Reporting Person | Date |
Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO | 2024-09-24 |
**Signature of Reporting Person | Date |
Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO | 2024-09-24 |
**Signature of Reporting Person | Date |
Imperial Capital Group Holdings II, LLC, By: /s/ Jason Reese, its Authorized Signatory | 2024-09-24 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"), Imperial Capital Asset Management, LLC ("ICAM") and Imperial Capital Group Holdings II, LLC ("ICGH2"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. Mr. Reese is one of the owners of Imperial Capital Group Holdings, LLC, which is the managing member of ICGH2. Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2. |
(2) | Consists of 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2. |
(3) | Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest. |
(4) | On September 20, 2024, Jason Reese was awarded 130,208 shares of restricted stock, 25% of which vested on September 20, 2024, with 25% to vest on each of September 20, 2025, September 20, 2026 and September 20, 2027. |
(5) | Reflects shares directly beneficially owned by Mr. Reese. |