SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Simkin Jacqueline M

(Last) (First) (Middle)
4400 BISCAYNE BLVD., SUITE 514

(Street)
MIAMI FL 33137

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
8.00% Series A Cumulative Redeemable Preferred Stock 02/12/2020 S 8,000(1) D $25.083 0 I Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03(2)
Common Stock 02/14/2020 D 45,000(3) D $3.5(4) 0 D
Common Stock 02/14/2020 D 1,859,738(5) D $3.5(6) 0 I Held by The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03(2)
Common Stock 02/14/2020 D 158,000 D $3.5(6) 0 I Held by The Jacqueline Simkin Charitable Remainder Unitrust dtd 09/06/2002(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.73 02/14/2020 D 20,000 09/19/2012 09/19/2021 Common Stock 20,000 $1.77(8) 0 D
Stock Option (Right to Buy) $1.79 02/14/2020 D 20,000 11/10/2012 11/10/2021 Common Stock 20,000 $1.71(8) 0 D
Stock Option (Right to Buy) $1.32 02/14/2020 D 50,000 09/28/2013 09/28/2022 Common Stock 50,000 $2.18(8) 0 D
Stock Option (Right to Buy) $1.46 02/14/2020 D 50,000 05/09/2014 05/09/2023 Common Stock 50,000 $2.04(8) 0 D
Stock Option (Right to Buy) $3.01 02/14/2020 D 50,000 06/25/2015 06/25/2024 Common Stock 50,000 $0.49(8) 0 D
Stock Option (Right to Buy) $3.38 02/14/2020 D 50,000 05/18/2016 05/18/2025 Common Stock 50,000 $0.12(8) 0 D
Stock Option (Right to Buy) $2.4 02/14/2020 D 50,000 05/18/2017 05/18/2026 Common Stock 50,000 $1.1(8) 0 D
Explanation of Responses:
1. The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.
2. The reporting person is the trustee of the above-listed trust.
3. Reflects restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03.
4. Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
5. Includes the transfer of 30,000 shares previously held directly by the reporting person to The Jacqueline Simkin Revocable Trust as Amended & Restated 12/16/03.
6. Disposed of in connection with the Merger.
7. The reporting person is a co-trustee of the above-listed trust and disclaims beneficial ownership except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
8. This option was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
/s/ Jacqueline M. Simkin 02/14/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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