FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIEBERT FINANCIAL CORP [ SIEB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.01 par value per share | 12/29/2017 | J(1) | 288,537(1) | A(1) | (1) | 2,581,337 | D(1) | |||
Common Stock, $0.01 par value per share | 12/29/2017 | J(1)(3) | 3,957,075(3) | A(2)(3) | (3) | 20,074,295(2) | I(2)(3) | See footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On December 29, 2017, StockCross Financial Services, Inc., a Massachusetts corporation ("StockCross") transferred to its shareholders, in accordance with Mass. Gen. Laws Ann. ch. 156D, ? 6.40 (Distributions to shareholders) (the "Transfer"), an aggregate of 5,072,062 shares of common stock ("Common Stock") of Siebert Financial Corp. ("Issuer"), which shares were received by StockCross on December 29, 2017 pursuant to an Asset Purchase Agreement. In accordance with the Transfer, the Reporting Person received 288,537 shares of Common Stock of the Issuer from StockCross. No consideration was paid for such shares received in the Transfer. |
2. Such aggregate 20,074,294 shares of Issuer Common Stock may be deemed to be beneficially owned by the Reporting Person and represents (a) 14,987,283 shares of Issuer Common Stock directly owned by Kennedy Cabot Acquisition, LLC ("KCA"), which the Reporting Person is the managing member, (b) 136,537 shares of Issuer Common Stock owned by StockCross, an entity which the Reporting Person is a director of and has an ownership interest in and (c) 4,932,075 shares of Issuer Common Stock held by various members of the Gebbia family. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. |
3. Represents shares of Issuer Common Stock issued to members of the Gebbia family in the Transfer. No consideration was paid for such shares. |
/s/ Gloria E. Gebbia | 01/03/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |