08/03/2026 | Press release | Distributed by Public on 08/03/2026 12:31
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Salman Mark S. 10275 WEST HIGGINS ROAD, SUITE 300 ROSEMONT, IL 60018 |
X | Chief Executive Officer | ||
| James J. Drake POA | 08/03/2026 | |
| **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) | These shares represent time-based restricted stock units ("RSUs") that have been converted from shares representing time-based RSUs of The Middleby Corporation ("Middleby") in connection with the spin-off of Issuer from Middleby (the "Spin-Off"). Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. 8,155 of these RSUs will vest on March 1, 2027 and 5,094 of these RSUs will vest on March 1, 2028. Vested shares will be issued to the reporting person after the applicable vesting date. |
| (2) | Includes 28,637 shares of common stock that have been acquired through a distribution in connection with the Spin-Off, in an exempt acquisition pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended. |
| (3) | These shares represent time-based RSUs. Each RSU represents a contingent right to receive one share of common stock on the applicable vesting date. These RSUs will vest 33% of the amount on July 1, 2027, 33% of the amount on July 1, 2028 and 34% of the amount on July 1, 2029. Vested shares will be issued to the reporting person after the applicable vesting date. |