0001446472-23-000015.txt : 20230522
0001446472-23-000015.hdr.sgml : 20230522
20230522215018
ACCESSION NUMBER: 0001446472-23-000015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230322
FILED AS OF DATE: 20230522
DATE AS OF CHANGE: 20230522
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Renda Rudolph V.
CENTRAL INDEX KEY: 0001965927
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41090
FILM NUMBER: 23946405
MAIL ADDRESS:
STREET 1: 1100 KUBOTA DR.
CITY: GRAPEVINE
STATE: TX
ZIP: 76051
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Southland Holdings, Inc.
CENTRAL INDEX KEY: 0001883814
STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1100 KUBOTA DRIVE
CITY: GRAPEVINE
STATE: TX
ZIP: 76051
BUSINESS PHONE: (817) 293-4263
MAIL ADDRESS:
STREET 1: 1100 KUBOTA DRIVE
CITY: GRAPEVINE
STATE: TX
ZIP: 76051
FORMER COMPANY:
FORMER CONFORMED NAME: LEGATO MERGER CORP. II
DATE OF NAME CHANGE: 20210917
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0407
4
2023-03-22
0
0001883814
Southland Holdings, Inc.
SLND
0001965927
Renda Rudolph V.
1100 KUBOTA DR.
GRAPEVINE
TX
76051
0
1
1
0
Co-COO and EVP
0
Common Stock
2023-03-22
4
J
0
344828
10.15
A
3861937
D
Common Stock
2023-03-22
4
J
0
137932
10.15
A
1491161
I
Rudolph V. Renda, Jr., 2015 Irrevocable Trust
Common Stock
2023-03-22
4
J
0
68966
10.15
A
744829
I
Angelo Joseph Renda Trust
Common Stock
2023-03-22
4
J
0
68966
10.15
A
744829
I
Lola Sofia Renda Trust
Common Stock
2023-05-18
4
P
0
4667
8.23
A
3866604
D
Common Stock
2023-05-19
4
P
0
2001
8.27
A
3868605
D
Common Stock
2023-05-22
4
P
0
5053
8.6
A
3873658
D
Common Stock
1504
I
Christy Lee Renda 2015 Irrevocable Trust
The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.80 to $8.40, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.12 to $8.41, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.35 to $8.88, inclusive.
The reporting person undertakes to provide to Southland Holdings, Inc., any security holder of Southland Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.
These shares are held directly by the Rudolph V. Renda, Jr, 2015 Irrevocable Trust ("Trust A"'), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A.
These shares are held directly by the Angelo Joseph Renda Trust ("Trust B"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust B.
These shares are held directly by the Lola Sofia Renda Trust ("Trust C"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust C.
These shares are held directly by the Christy Lee Renda 2015 Irrevocable Trust ("Trust D"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust D.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
/s/ Rudolph V. Renda
2023-05-22