09/04/2025 | Press release | Distributed by Public on 09/04/2025 16:31
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) |
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 | ||||||||
Option to Purchase Class A Voting Common Stock | $7.5 | 03/01/2016 | (3) | Class A Common Stock | 7,500 | 7,500 | D(3) | ||||||||
Option to Purchase Class A Voting Common Stock | $11.35 | 09/23/2019 | (3) | Class A Common Stock | 4,000 | 4,000 | D(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Feinglass Howard 2000 SALZEDO STREET, SUITE 1514 CORAL GABLES, FL 33134 |
X | X | ||
Priam Capital Fund II, L.P. 2000 SALZEDO STREET, SUITE 1514 CORAL GABLES, FL 33134 |
X | |||
Priam Capital Associates II LLC 2000 SALZEDO STREET, SUITE 1514 CORAL GABLES, FL 33134 |
X |
/s/ Robert Anderson by P.O.A. for Howard P. Feinglass | 09/04/2025 | |
**Signature of Reporting Person | Date | |
/s/ Priam Capital Associates II LLC Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC | 09/04/2025 | |
**Signature of Reporting Person | Date | |
/s/ Priam Capital Fund II L.P. Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC, the general partner of Priam Capital Fund II, L.P. | 09/04/2025 | |
**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) | Priam Captial Fund II, LP distributed these shares to unaffiliated limited partners in Priam Capital Fund II, LP for no consideration. |
(2) | Priam Capital Fund II, L.P. ("Priam Capital II") directly holds the indicated number of shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16. |
(3) | The options were previously granted to Mr. Feinglass as a director of the Company. Each option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) ten (10) years after its date of grant or (b) the (3) months after the date Mr. Feinglass ceases to serve as a non-employee of the Issuer. |