Form 4 for LIND LINDBLAD EXPEDITIONS HOLDINGS, INC.
Accepted 2023-05-19 00:00:00 ET · period of report 2023-05-17 · accession 0000899243-23-013328 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-05-19 | 2023-05-17+ | LIND | EIN MARK | Dir | J - Other | — | -99.4K | 4.27M | -2% | — |
| DMI | 2023-05-19 | 2023-05-17+ | LIND | EIN MARK | Dir | J - Other | — | -99.4K | 745.5K | -12% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-05-18 | J | D | 49,700 | — | 4,219,867 | I by Capital Acquisition Management 2, LLC | — | — | (F2) The VPF is divided into 25 components (each a "Component"). For each Component, the Reporting Person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date"), determined based on the specified scheduled valuation date within the period from May 3, 2023 to June 7, 2023, either, at the reporting person's option, (i) up to 49,700 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, the reporting person received an upfront cash prepayment of $15,205,404 from Citibank. (F1) On May 17, 2023 and May 18, 2023, the Reporting Person settled a portion of an existing and previously reported variable prepaid forward sale contract (the "VPF") with Citibank, N.A. ("Citibank") that was entered into on May 19, 2021. (F3) Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC. |
| 2 | Common | Common Stock | 2023-05-17 | J | D | 49,700 | — | 4,269,567 | I by Capital Acquisition Management 2, LLC | — | — | (F2) The VPF is divided into 25 components (each a "Component"). For each Component, the Reporting Person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date"), determined based on the specified scheduled valuation date within the period from May 3, 2023 to June 7, 2023, either, at the reporting person's option, (i) up to 49,700 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, the reporting person received an upfront cash prepayment of $15,205,404 from Citibank. (F1) On May 17, 2023 and May 18, 2023, the Reporting Person settled a portion of an existing and previously reported variable prepaid forward sale contract (the "VPF") with Citibank, N.A. ("Citibank") that was entered into on May 19, 2021. (F3) Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC. |
| 3 | Derivative | Prepaid Variable Forward Sale Contract | 2023-05-17 | J | D | 49,700 | — | 795,200 | I by Capital Acquisition Management 2, LLC | — · 2023-05-17 to 2023-05-17 | 49,700 Common Stock | (F2) The VPF is divided into 25 components (each a "Component"). For each Component, the Reporting Person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date"), determined based on the specified scheduled valuation date within the period from May 3, 2023 to June 7, 2023, either, at the reporting person's option, (i) up to 49,700 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, the reporting person received an upfront cash prepayment of $15,205,404 from Citibank. (F1) On May 17, 2023 and May 18, 2023, the Reporting Person settled a portion of an existing and previously reported variable prepaid forward sale contract (the "VPF") with Citibank, N.A. ("Citibank") that was entered into on May 19, 2021. (F3) Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC. |
| 4 | Derivative | Prepaid Variable Forward Sale Contract | 2023-05-18 | J | D | 49,700 | — | 745,500 | I by Capital Acquisition Management 2, LLC | — · 2023-05-18 to 2023-05-18 | 49,700 Common Stock | (F2) The VPF is divided into 25 components (each a "Component"). For each Component, the Reporting Person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date"), determined based on the specified scheduled valuation date within the period from May 3, 2023 to June 7, 2023, either, at the reporting person's option, (i) up to 49,700 shares of common stock of the Issuer ("Shares") (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, the reporting person received an upfront cash prepayment of $15,205,404 from Citibank. (F1) On May 17, 2023 and May 18, 2023, the Reporting Person settled a portion of an existing and previously reported variable prepaid forward sale contract (the "VPF") with Citibank, N.A. ("Citibank") that was entered into on May 19, 2021. (F3) Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC. |