Marc O. Mayer - Oct 21, 2022 Form 4 Insider Report for Manning & Napier, Inc. (MN)

Role
Chairman and CEO, Director
Signature
/s/ Sarah C. Turner
Stock symbol
MN
Transactions as of
Oct 21, 2022
Transactions value $
-$16,412,688
Form type
4
Date filed
10/26/2022, 04:42 PM
Previous filing
Jun 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MN Class A Common Stock, par value $0.01 Disposed to Issuer -176K -12.1% 1.28M Oct 21, 2022 Direct F1
transaction MN Class A Common Stock, par value $0.01 Disposed to Issuer -$16.4M -1.28M -100% $12.85 0 Oct 21, 2022 Direct F2, 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 MN Employee Stock Option (right to buy) Disposed to Issuer -500K -100% 0 Oct 21, 2022 Class A Common Stock, par value $0.01 500K $2.01 Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc O. Mayer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the merger agreement ("Merger Agreement") between the issuer, Callodine Midco, Inc. ("Parent"), Callodine MN Holdings, Inc. ("TopCo"), and their respective affiliates in exchange for shares of TopCo as determined according to the rollover agreement ("Rollover Agreement") between TopCo and the reporting person dated March 31, 2022.
F2 Includes 1,113,853 shares of common stock of the issuer for which cash consideration was received. Also includes 163,399 restricted stock units that were convertible into the common stock of the issuer on a one-for-one basis, which were cancelled and replaced with an award of restricted stock units of TopCo.
F3 Price reflects per share consideration paid pursuant to the Merger Agreement.
F4 166,668 options became exercisable on January 1, 2021, 45,332 options became exercisable on March 9, 2021, and 288,000 options became exercisable on June 3, 2021.
F5 The options were to terminate and become null and void at the close of business on the date that is the fourth anniversary of the applicable vesting date.
F6 Disposed of pursuant to the Merger Agreement in exchange for options in TopCo as determined according to the Rollover Agreement.