0000899243-23-014034.txt : 20230530 0000899243-23-014034.hdr.sgml : 20230530 20230530152527 ACCESSION NUMBER: 0000899243-23-014034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230525 FILED AS OF DATE: 20230530 DATE AS OF CHANGE: 20230530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EIN MARK CENTRAL INDEX KEY: 0001246840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35898 FILM NUMBER: 23975784 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LINDBLAD EXPEDITIONS HOLDINGS, INC. CENTRAL INDEX KEY: 0001512499 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 274749725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 96 MORTON STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-261-9000 MAIL ADDRESS: STREET 1: 96 MORTON STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: Capitol Acquisition Corp. II DATE OF NAME CHANGE: 20110208 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-25 0 0001512499 LINDBLAD EXPEDITIONS HOLDINGS, INC. LIND 0001246840 EIN MARK 96 MORTON STREET NEW YORK NY 10014 1 0 0 0 0 Common Stock 2023-05-25 4 J 1 49700 D 3971367 I by Capital Acquisition Management 2, LLC Common Stock 2023-05-26 4 J 1 49700 D 3921667 I by Capital Acquisition Management 2, LLC Restricted Stock Units 288394 D Prepaid Variable Forward Sale Contract 2023-05-25 4 J 1 49700 D 2023-05-25 2023-05-25 Common Stock 49700 497000 I by Capital Acquisition Management 2, LLC Prepaid Variable Forward Sale Contract 2023-05-26 4 J 1 49700 D 2023-05-26 2023-05-26 Common Stock 49700 447300 I by Capital Acquisition Management 2, LLC On May 25, 2023 and May 26, 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. 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. Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capital Acquisition Management 2 LLC. The cash equivalent to the value of the Subject Number of Shares (or, at the reporting person's option, the Subject Number of Shares) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date (the "Settlement Price") is equal to or less than $15.57 per Share (the "Forward Floor Price"), the reporting person will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $22.49 per Share (the "Forward Cap Price"), the reporting person will deliver to Citibank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to Citibank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price. /s/ Mark D. Ein 2023-05-30 Capitol Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President 2023-05-30