Mark Ein - May 11, 2023 Form 4 Insider Report for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND)

Role
Director
Signature
/s/ Mark D. Ein
Stock symbol
LIND
Transactions as of
May 11, 2023
Transactions value $
$0
Form type
4
Date filed
5/15/2023, 05:23 PM
Previous filing
May 11, 2023
Next filing
May 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LIND Common Stock Other -49.7K -1.1% 4.47M May 11, 2023 by Capital Acquisition Management 2, LLC F1, F2, F3
transaction LIND Common Stock Other -49.7K -1.11% 4.42M May 12, 2023 by Capital Acquisition Management 2, LLC F1, F2, F3
holding LIND Restricted Stock Units 288K May 11, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LIND Prepaid Variable Forward Sale Contract Other -49.7K -4.76% 994K May 11, 2023 Common Stock 49.7K by Capital Acquisition Management 2, LLC F1, F2, F3
transaction LIND Prepaid Variable Forward Sale Contract Other -49.7K -5% 944K May 12, 2023 Common Stock 49.7K by Capital Acquisition Management 2, LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 11, 2023 and May 12, 2023, the Reporting Person settled a portion of an existing and previously reported variable prepaid forward sale contract (the "VPF") with Citibank, N.A. ("Citibank") that was entered into on May 19, 2021.
F2 The VPF is divided into 25 components (each a "Component"). For each Component, the Reporting Person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date"), determined based on the specified scheduled valuation date within the period from May 3, 2023 to June 7, 2023, either, at the reporting person's option, (i) up to 49,700 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, the reporting person received an upfront cash prepayment of $15,205,404 from Citibank.
F3 Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC.

Remarks:

The cash equivalent to the value of the Subject Number of Shares (or, at the reporting person's option, the Subject Number of Shares) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date (the "Settlement Price") is equal to or less than $15.57 per Share (the "Forward Floor Price"), the reporting person will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $22.49 per Share (the "Forward Cap Price"), the reporting person will deliver to Citibank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to Citibank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.