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

Reporting relationship: Director, 10%+ Owner
Issuer ticker: HLMN
Reported as of: 15 Oct 2020
Net transaction value: +$19,031,872
SEC form: 4
Accepted by SEC: 16 Jul 2021, 21:48:38 UTC
Next SEC filing: 11 May 2021
Source filing: View source filing
Reporting owner signature: /s/ Shanna B. Green, as Attorney-in-Fact

Key filing fact

Jefferies Financial Group Inc. filed Form 4 for Hillman Solutions Corp. (HLMN) on 16 Jul 2021.

Key facts

This page summarizes Jefferies Financial Group Inc.'s Form 4 filing for Hillman Solutions Corp. (HLMN).
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 16 Jul 2021, 21:48.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: +$19,031,872.

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.

HLMN transaction

Common Stock

Purchase

Transaction value: $31,872
Shares: +3,200
Change %
Price: $9.96
Shares after: 3,200
Date: 15 Oct 2020
Ownership: See Footnote
Footnotes: F3, F6

HLMN transaction

Common Stock

Options Exercise

Transaction value
Shares: +4,671,576
Change %
Price
Shares after: 4,671,576
Date: 14 Jul 2021
Ownership: Direct
Footnotes: F1, F3

HLMN transaction

Common Stock

Award

Transaction value: $25,000,000
Shares: +2,500,000
Change %: +54%
Price: $10.00
Shares after: 7,171,576
Date: 14 Jul 2021
Ownership: Direct
Footnotes: F2, F3

HLMN holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,503,200
Date: 15 Oct 2020
Ownership: See Footnote
Footnotes: F3

Reported derivative securities

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

HLMN transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -1,365,924
Change %: -23%
Price: $0.000000
Shares after: 4,671,576
Date: 14 Jul 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 1,365,924
Exercise price
Footnotes: F1

HLMN transaction Derivative

Class B Common Stock

Options Exercise

Transaction value: $0
Shares: -4,671,576
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Jul 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,671,576
Exercise price
Footnotes: F1

HLMN transaction Derivative

Warrants to purchase Common Stock

Award

Transaction value: $6,000,000
Shares: -4,000,000
Change %: -50%
Price: $1.50^*
Shares after: 4,000,000
Date: 14 Jul 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 4,000,000
Exercise price: $11.50
Footnotes: F4

HLMN transaction Derivative

Warrants to purchase Common Stock

Purchase

Transaction value
Shares: -501,066
Change %: -50%
Price
Shares after: 501,066
Date: 14 Jul 2021
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 501,066
Exercise price: $11.50
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jefferies Financial Group Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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).

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F6

The 10/15/2020 transaction is being reported late due to inadvertent administrative oversight.

SEC 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.