0000899243-23-014698.txt : 20230607
0000899243-23-014698.hdr.sgml : 20230607
20230607150416
ACCESSION NUMBER: 0000899243-23-014698
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230605
FILED AS OF DATE: 20230607
DATE AS OF CHANGE: 20230607
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: 23998759
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
2023-06-05
0
0001512499
LINDBLAD EXPEDITIONS HOLDINGS, INC.
LIND
0001246840
EIN MARK
96 MORTON STREET
NEW YORK
NY
10014
1
0
0
0
0
Common Stock
2023-06-05
4
J
1
49700
D
3673167
I
by Capital Acquisition Management 2, LLC
Common Stock
2023-06-06
4
J
1
49700
D
3623467
I
by Capital Acquisition Management 2, LLC
Restricted Stock Units
288394
D
Prepaid Variable Forward Sale Contract
2023-06-05
4
J
1
49700
D
2023-06-05
2023-06-05
Common Stock
49700
198800
I
by Capital Acquisition Management 2, LLC
Prepaid Variable Forward Sale Contract
2023-06-06
4
J
1
49700
D
2023-06-06
2023-06-06
Common Stock
49700
149100
I
by Capital Acquisition Management 2, LLC
On June 5, 2023 and June 6, 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
2023-06-07
Capitol Acquisition Management 2 LLC, By: Leland Investments Inc., By: /s/ Mark D. Ein, President
2023-06-07