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LTSH Ladenburg Thalmann Financial Services Inc

22.94
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Ladenburg Thalmann Financial Services Inc AMEX:LTSH AMEX Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.94 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

19/02/2020 10:01pm

Edgar (US Regulatory)


FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kaufman Brett
2. Issuer Name and Ticker or Trading Symbol

LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Senior Vice President and CFO
(Last)          (First)          (Middle)

4400 BISCAYNE BLVD., 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2020
(Street)

MIAMI, FL 33137
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/14/2020  D  318466.083 (1)D$3.50 (2)0 D  
8.00% Series A Cumulative Redeemable Preferred Stock 2/18/2020  S  205.352 (3)D$25.0 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $1.28 2/14/2020  D     125000   (4)3/2/2021 Common Stock 125000 $2.22 (4)0 D  
Stock Option (Right to Buy) $2.80 2/14/2020  D     125000   (5)1/30/2022 Common Stock 125000 $0.70 (5)0 D  
Stock Option (Right to Buy) $1.40 2/14/2020  D     62500   (6)1/28/2023 Common Stock 62500 $2.10 (6)0 D  
Stock Option (Right to Buy) $3.25 2/14/2020  D     75000   (7)1/17/2024 Common Stock 75000 $0.25 (7)0 D  

Explanation of Responses:
(1) Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.
(2) Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
(3) 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.
(4) This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(5) This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(6) This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(7) This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kaufman Brett
4400 BISCAYNE BLVD.
12TH FLOOR
MIAMI, FL 33137


Senior Vice President and CFO

Signatures
/s/ Brett Kaufman2/19/2020
**Signature of Reporting PersonDate

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