Form 4 for HLMN Hillman Solutions Corp.
Accepted 2021-07-16 00:00:00 ET · period of report 2020-10-15 · accession 0001104659-21-093199 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | M - OptEx | — | +4.67M | 4.67M | New | — |
| DI | 2021-07-16 | 2020-10-15 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | P - Purchase | $9.96 | +3,200 | 3,200 | New | +$31.9K |
| D | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | A - Grant | $10.00 | +2.50M | 7.17M | +54% | +$25.00M |
| D | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | D - Sale to Iss | $0.00 | -1.37M | 4.67M | -23% | $0 |
| DI | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | P - Purchase | — | -501.1K | 501.1K | -50% | — |
| D | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | A - Grant | $1.50 | -4.00M | 4.00M | -50% | -$6.00M |
| D | 2021-07-16 | 2021-07-14 | HLMN | Jefferies Financial Group Inc. | Dir, 10% | M - OptEx | $0.00 | -4.67M | 0 | -100% | $0 |
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 | 2021-07-14 | M | A | 4,671,576 | — | 4,671,576 | D | — | — | (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). (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. |
| 2 | Common | Common Stock | 2020-10-15 | P | A | 3,200 | $9.96 | 3,200 | I See Footnote | — | — | (F6) The 10/15/2020 transaction is being reported late due to inadvertent administrative oversight. (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. |
| 3 | Common | Common Stock | 2021-07-14 | A | A | 2,500,000 | $10.00 | 7,171,576 | D | — | — | (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. |
| 4 | Derivative | Class B Common Stock | 2021-07-14 | D | D | 1,365,924 | $0.00 | 4,671,576 | D See Footnote | — · — to — | 1,365,924 Class A Common Stock | (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. (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). |
| 5 | Derivative | Warrants to purchase Common Stock | 2021-07-14 | P | D | 501,066 | — | 501,066 | I | $11.50 · 2021-10-14 to 2026-10-14 | 501,066 Common Stock | (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. (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. |
| 6 | Derivative | Warrants to purchase Common Stock | 2021-07-14 | A | D | 4,000,000 | $1.50 | 4,000,000 | D | $11.50 · 2021-10-14 to 2026-10-14 | 4,000,000 Common Stock | |
| 7 | Derivative | Class B Common Stock | 2021-07-14 | M | D | 4,671,576 | $0.00 | 0 | D | — · — to — | 4,671,576 Class A Common Stock | (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). |