Mark Ein - Jun 16, 2023 Form 4 Insider Report for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND)

Role
Director
Signature
/s/ Mark D. Ein
Stock symbol
LIND
Transactions as of
Jun 16, 2023
Transactions value $
$0
Form type
4
Date filed
6/21/2023, 01:18 PM
Previous filing
Jun 16, 2023
Next filing
Jun 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LIND Common Stock Other -46.2K -1.4% 3.24M Jun 16, 2023 by Capital Acquisition Management 2, LLC F1, F2, F3
transaction LIND Common Stock Other -46.2K -1.42% 3.2M Jun 20, 2023 by Capital Acquisition Management 2, LLC F1, F2, F3
holding LIND Restricted Stock Units 288K Jun 16, 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 -46.2K -25% 138K Jun 16, 2023 Common Stock 46.2K by Capital Acquisition Management 2, LLC F1, F2, F3
transaction LIND Prepaid Variable Forward Sale Contract Other -46.2K -33.33% 92.3K Jun 20, 2023 Common Stock 46.2K 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 June 16, 2023 and June 20, 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 June 2, 2021.
F2 The VPF is divided into 8 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 June 8, 2023 to June 19, 2023, either, at the reporting person's option, (i) up to 46,156 shares of common stock of the Issuer (or 46,157 Shares for the last two Settlement Dates) ("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 $5,052,928 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.