08/27/2024 | Press release | Distributed by Public on 08/27/2024 11:11
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 | |
STILWELL JOSEPH 200 CALLE DEL SANTO CRISTO SAN JUAN, PR00901 |
X | X |
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Stilwell Value LLC 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 |
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X |
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Stilwell Activist Investments, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 |
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X |
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Stilwell Activist Fund, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 |
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X |
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Stilwell Value Partners VII, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 |
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X |
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STILWELL ASSOCIATES L P 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 |
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X |
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/s/ Joseph Stilwell | 2024-08-27 |
**Signature of Reporting Person | Date |
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC | 2024-08-27 |
**Signature of Reporting Person | Date |
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. | 2024-08-27 |
**Signature of Reporting Person | Date |
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. | 2024-08-27 |
**Signature of Reporting Person | Date |
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. | 2024-08-27 |
**Signature of Reporting Person | Date |
/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. | 2024-08-27 |
**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) | These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(2) | These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(3) | These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(4) | These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(5) | The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $4.03 per share (6.20 common shares for each $25.00 of principal amount of the Notes being converted). |
(6) | Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person. |
(7) | The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $65.4958 per $25 of aggregate principal amount. |
(8) | Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .001228 shares of the Issuer's common stock (a conversion price of $20,352 per share of common stock). Series D Preferred Stock has no expiration date. |
(9) | Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .000521 shares of the Issuer's common stock (a conversion price of $48,000 per share of common stock). Series B Preferred Stock has no expiration date. |