Key facts
- This page summarizes Rithm Capital Corp.'s Form 4 filing for Sculptor Capital Management, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 20 Nov 2023, 19:53.
Rithm Capital Corp. - 17 Nov 2023 Form 4 Insider Report for Sculptor Capital Management, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 17 Nov 2023
- Net transaction value
- +$486,883,839
- SEC form
- 4
- Accepted by SEC
- 20 Nov 2023, 19:53:57 UTC
- Prior SEC filing
- 13 Oct 2023
- Next SEC filing
- 27 Jun 2024
- Source filing
- View source filing
- Reporting owner signature
- Rithm Capital Corp., By: /s/ Nicola Santoro, Jr.,Chief Financial Officer
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Rithm Capital Corp. filed Form 4 for Sculptor Capital Management, Inc. on 20 Nov 2023.
Change
- Previous filing in this sequence was filed on 13 Oct 2023.
- Current net transaction value: +$486,883,839.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
SCU
transaction
Class A Common Stock
Purchase
- Transaction value
- $376,743,303
- Shares
- +29,664,827
- Change %
- Price
- $12.70
- Shares after
- 1,000
- Date
- 17 Nov 2023
- Ownership
- Direct
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
SCU
transaction
Derivative
Class A Units
Purchase
- Transaction value
- $110,140,536
- Shares
- +15,025,994
- Change %
- Price
- $7.33
- Shares after
- 0
- Date
- 17 Nov 2023
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 15,025,994
- Exercise price
- Footnotes
- 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
Rithm Capital Corp. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote F1
On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share.
Footnote F2
All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof.
Footnote F3
All Issuer common stock owned directly by the Reporting Person, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. Following consummation of the closing of the Public Merger, all 1,000 shares of common stock of Merger Sub Inc. owned by the Reporting Person prior to the effective time of the Public Merger converted into 1,000 shares of common stock of the Issuer.
Footnote F4
Reflects Class A common units of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP ("Class A Units").
Footnote F5
Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit.