Jefferies Financial Group Inc. - 15 Oct 2020 Form 4 Insider Report for Hillman Solutions Corp. (HLMN)

Role
Director, 10%+ Owner
Signature
/s/ Shanna B. Green, as Attorney-in-Fact
Issuer symbol
HLMN
Transactions as of
15 Oct 2020
Net transactions value
+$19,031,872
Form type
4
Filing time
16 Jul 2021, 21:48:38 UTC
Next filing
11 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLMN Common Stock Purchase $31,872 +3,200 $9.96 3,200 15 Oct 2020 See Footnote F3, F6
transaction HLMN Common Stock Options Exercise +4,671,576 4,671,576 14 Jul 2021 Direct F1, F3
transaction HLMN Common Stock Award $25,000,000 +2,500,000 +54% $10.00 7,171,576 14 Jul 2021 Direct F2, F3
holding HLMN Common Stock 1,503,200 15 Oct 2020 See Footnote F3

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 HLMN Class B Common Stock Disposed to Issuer $0 -1,365,924 -23% $0.000000 4,671,576 14 Jul 2021 Class A Common Stock 1,365,924 Direct F1
transaction HLMN Class B Common Stock Options Exercise $0 -4,671,576 -100% $0.000000* 0 14 Jul 2021 Class A Common Stock 4,671,576 Direct F1
transaction HLMN Warrants to purchase Common Stock Award $6,000,000 -4,000,000 -50% $1.50* 4,000,000 14 Jul 2021 Common Stock 4,000,000 $11.50 Direct F4
transaction HLMN Warrants to purchase Common Stock Purchase -501,066 -50% 501,066 14 Jul 2021 Common Stock 501,066 $11.50 See Footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jefferies Financial Group Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings III, Inc. or "Landcadia") and HMAN Group Holdings Inc. ("Hillman Holdco"), among other things, (i) the Reporting Person forfeited 1,365,924 shares of Landcadia's Class B common stock and (ii) each remaining share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-248856).
F2 Acquired by the Reporting Person immediately prior to the Closing pursuant to the subscription agreement, which was entered into with the Issuer on January 24, 2021 in connection with the Business Combination.
F3 Jefferies LLC owns the 1,503,200 shares of Common Stock and the 501,066 Warrants to purchase 501,660 shares of Common Stock. Jefferies LLC is a wholly-owned direct subsidiary of Jefferies Group LLC, which itself is a wholly-owned direct subsidiary of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership over the securities held by Jefferies LLC, except to the extent of the Reporting Person's pecuniary interest therein.
F4 The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Person, Jefferies LLC or Jefferies Group LLC until the Closing. 4,000,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. 500,000 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants. The units were acquired at various prices, as set forth in the Reporting Person's Form 5 in the Issuer filed on February 5, 2021, which reported the purchase of the accompanying shares of Class A common stock included in the units.
F5 1,066 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants at the price set forth in Table I which reports the purchase of the accompanying shares of Class A common stock included in the units.
F6 The 10/15/2020 transaction is being reported late due to inadvertent administrative oversight.

Remarks:

Prior to the Closing, Jefferies Financial Group Inc. was a director by deputization solely due to the circumstances of Mr. Richard Handler's service on the board of directors of Landcadia prior to the Closing. Mr. Handler stepped off of the board of directors at Closing. As a result of and immediately following the Closing, the Reporting Person is no longer a director by deputization or a 10% Owner, and therefore is no longer subject to Section 16 of the Securities Exchange Act of 1934.