0001104659-21-059248.txt : 20210430 0001104659-21-059248.hdr.sgml : 20210430 20210430172024 ACCESSION NUMBER: 0001104659-21-059248 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210430 FILED AS OF DATE: 20210430 DATE AS OF CHANGE: 20210430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORRISSEY MICHAEL F CENTRAL INDEX KEY: 0001222839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13913 FILM NUMBER: 21879880 MAIL ADDRESS: STREET 1: 12401 FONTANA CITY: LEAWOOD STATE: KS ZIP: 66209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WADDELL & REED FINANCIAL INC CENTRAL INDEX KEY: 0001052100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 510261715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6300 LAMAR AVE CITY: OVERLAND PARK STATE: KS ZIP: 66202-4200 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: PO BOX 29217 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 4 1 tm2114278d13_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-04-30 1 0001052100 WADDELL & REED FINANCIAL INC WDR 0001222839 MORRISSEY MICHAEL F 6300 LAMAR AVENUE OVERLAND PARK KS 66202 1 0 0 0 Class A Common 2021-04-30 4 D 0 52187 D 0 D Restricted Stock Units 2021-04-30 4 D 0 4937 D Class A Common 4937 0 D On April 30, 2021, pursuant to the Agreement and Plan of Merger, dated as of December 2, 2020 (the "Merger Agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Parent"), Merry Merger Sub, Inc. ("Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. (Continued from footnote 1) Pursuant to the Merger Agreement, each share of Class A Common Stock of the Company, par value $0.01 (the "Company Common Stock"), (including each share of restricted Company Common Stock which vested immediately prior to the effective time of the Merger (the "Effective Time")) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock directly owned and held by Parent or Merger Sub) was converted into the right to receive $25.00 per share in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable law in accordance with the Merger Agreement. Shares are held jointly with Reporting Person's spouse with rights of survivorship. Pursuant to the Merger Agreement, each outstanding restricted stock unit was terminated and cancelled as of immediately prior to the Effective Time and converted into the right to receive a cash payment equal to (i) (A) the Merger Consideration, multiplied by (B) the number of shares of Company Common Stock subject to such restricted stock unit immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights under such restricted stock unit, net of any taxes withheld pursuant to the Merger Agreement. Exhibit List Exhibit 24 - Power of Attorney /s/ Jeffrey P. Bennett, Attorney-in-fact 2021-04-30 EX-24 2 tm2114278d13_ex-24.htm EXHIBIT 24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark P. Buyle and Jeffrey P. Bennett, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 

(1)prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation of the SEC;

 

(2)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Waddell & Reed Financial, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

 

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of January, 2019.

 

  /s/ Michael F. Morrissey
  Signature
   
  Michael F. Morrissey
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