11/28/2025 | Press release | Distributed by Public on 11/28/2025 11:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 11/28/2025 | D(2) | 11,292 | (2) | (2) | Common Stock | 11,292 | (2) | 0 | D | ||||
| Dividend Equivalent Units | (2)(3) | 11/28/2025 | D(2)(3) | 142 | (2)(3) | (2)(3) | Common Stock | 142 | (2)(3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Duffy Patrick Joseph 5887 COPLEY DRIVE SAN DIEGO, CA 92111 |
X | X | ||
| /s/ Bella Guerrero, Attorney-in-Fact for Patrick Joseph Duffy | 11/28/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | On June 17, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation, and the Issuer, pursuant to which, at the Effective Time (as defined in the Merger Agreement), all outstanding shares of common stock of the Issuer were converted to the right to receive $20.00 per share in cash (the "Merger Consideration"). |
| (2) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of RSUs was canceled and converted into the right to receive the Merger Consideration of $20.00 per share multiplied by the total number of shares underlying the RSU award. |
| (3) | Represents Dividend Equivalent Units ("DEUs") paid on outstanding RSUs, rounded to the nearest whole share, and subject to the same terms and canceled and converted pursuant to the Merger Agreement on the same terms as the underlying RSUs. |