0001140361-17-023561.txt : 20170602 0001140361-17-023561.hdr.sgml : 20170602 20170602161951 ACCESSION NUMBER: 0001140361-17-023561 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 FILED AS OF DATE: 20170602 DATE AS OF CHANGE: 20170602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FBR & Co. CENTRAL INDEX KEY: 0001371446 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 NORTH 17TH STREET STREET 2: SUITE 1400 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-312-9500 MAIL ADDRESS: STREET 1: 1300 NORTH 17TH STREET STREET 2: SUITE 1400 CITY: ARLINGTON STATE: VA ZIP: 22209 FORMER COMPANY: FORMER CONFORMED NAME: FBR CAPITAL MARKETS CORP DATE OF NAME CHANGE: 20060803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HENDRIX RICHARD J CENTRAL INDEX KEY: 0001218306 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33518 FILM NUMBER: 17888232 MAIL ADDRESS: STREET 1: 1300 NORTH 17TH STREET CITY: ARLINGTON STATE: VA ZIP: 22209 4 1 doc1.xml FORM 4 X0306 4 2017-06-01 1 0001371446 FBR & Co. FBRC 0001218306 HENDRIX RICHARD J 1300 NORTH 17TH STREET SUITE 1400 ARLINGTON VA 22209 1 1 0 0 President and CEO Common Stock 2017-05-31 5 L 0 818 10.09 A 325304 D Common Stock 2017-06-01 4 D 0 325304 D 0 D Employee Stock Option (Right to Buy) 11.80 2017-06-01 4 D 0 65000 D 2019-02-24 Common Stock 65000 0 D Performance Stock Units 2017-06-01 4 D 0 46051 D Common Stock 46051 0 D Shares acquired under brokerage dividend reinvestment plan. Represents 283,646 shares of issuer common stock and 41,658 restricted stock units ("RSU"s) disposed of pursuant to merger agreement between issuer and B. Riley Financial, Inc. in exchange for shares of B. Riley Financial, Inc. common stock and B. Riley Financial, Inc. RSUs at an exchange ratio of 0.671. B. Riley Financial, Inc. common stock had a closing market value of $14.70 per share on the effective date of the merger. This option, which vested on February 10, 2017, was cancelled in the merger and converted into 26,024 shares of B. Riley Financial, Inc. common stock, representing (i) the number of the issuer's common shares subject to such option immediately prior to the effective time, multiplied by the issuer's option spread (which is the difference between the closing price of a share of the issuer's common stock on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of B. Riley Financial, Inc. common stock for the ten trading day period ending on May 30, 2017 ($14.36), of which 10,695 shares of B. Riley Financial, Inc. common stock were withheld to satisfy tax withholding obligations in connection with the delivery of shares. Represents previously unearned performance stock units. Pursuant to the merger agreement between issuer and B. Riley Financial, Inc., as of the effective date of the merger, each performance stock unit was canceled and converted into an RSU denominated in shares of B. Riley Financial, Inc. common stock. The number of shares of B. Riley Financial, Inc. common stock subject to each such RSU equals the product (rounded to the nearest whole number) of the number of shares of the issuer's common stock that would be earned based on the level of achievement that would result in 50% of the number of shares of the issuer's common stock subject to the performance stock unit being earned, multiplied by the exchange ratio of 0.671. Disposed of pursuant to the merger agreement between issuer and B. Riley Financial, Inc. Gavin A. Beske, Attorney-in-Fact 2017-06-02