| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SLND | Common Stock | Other | $1.44M | +142K | +9.28% | $10.15 | 1.67M | Mar 22, 2023 | Direct | F1 |
| transaction | SLND | Common Stock | Other | $1.58M | +155K | +10.2% | $10.15 | 1.68M | Mar 22, 2023 | By Walter Timothy Winn 2015 Irrevocable Trust | F1, F2, F5 |
| transaction | SLND | Common Stock | Other | $1.58M | +155K | +10.2% | $10.15 | 1.68M | Mar 22, 2023 | By Debra Nicole Winn Irrevocable 2020 Trust | F1, F3, F5 |
| transaction | SLND | Common Stock | Other | $1.71M | +169K | +10.2% | $10.15 | 1.82M | Mar 22, 2023 | By Debra Nicole Winn | F1, F4, F5 |
| Id | Content |
|---|---|
| F1 | The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023. |
| F2 | These shares are held by the Walter Timothy Winn 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A. |
| F3 | These shares are held directly by the Debra Nicole Winn Irrevocable 2020 Trust ("Trust B"), a family trust established for the benefit of the reporting person and the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. The reporting person has a right to receive distributions of the net income and principal of Trust B during his lifetime. |
| F4 | These shares are held directly by the spouse of the reporting person. |
| F5 | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |