Mark D. Ein - 17 May 2023 Form 4 Insider Report for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
19 May 2023, 14:35:19 UTC
Prior SEC filing
17 May 2023
Next SEC filing
23 May 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mark D. Ein

Key filing fact

Mark D. Ein filed Form 4 for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) on 19 May 2023.

Key facts

  • This page summarizes Mark D. Ein's Form 4 filing for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND).
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 19 May 2023, 14:35.

Change

  • Previous filing in this sequence was filed on 17 May 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LIND transaction

Common Stock

Other

Transaction value
Shares
-49,700
Change %
-1.2%
Price
Shares after
4,269,567
Date
17 May 2023
Ownership
by Capital Acquisition Management 2, LLC
Footnotes
F1, F2, F3
LIND transaction

Common Stock

Other

Transaction value
Shares
-49,700
Change %
-1.2%
Price
Shares after
4,219,867
Date
18 May 2023
Ownership
by Capital Acquisition Management 2, LLC
Footnotes
F1, F2, F3
LIND holding

Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
288,394
Date
17 May 2023
Ownership
Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LIND transaction Derivative

Prepaid Variable Forward Sale Contract

Other

Transaction value
Shares
-49,700
Change %
-5.9%
Price
Shares after
795,200
Date
17 May 2023
Ownership
by Capital Acquisition Management 2, LLC
Underlying class
Common Stock
Underlying amount
49,700
Exercise price
Footnotes
F1, F2, F3
LIND transaction Derivative

Prepaid Variable Forward Sale Contract

Other

Transaction value
Shares
-49,700
Change %
-6.2%
Price
Shares after
745,500
Date
18 May 2023
Ownership
by Capital Acquisition Management 2, LLC
Underlying class
Common Stock
Underlying amount
49,700
Exercise price
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

On May 17, 2023 and May 18, 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.

Footnote 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.

Footnote F3

Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC.

SEC 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.

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