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) 01/01/2020 | ||||||||||||||||||||||||||
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 | 01/01/2020 | 01/01/2020 | J | 269,865 | A | $9.02 | 7,928,365 | D(1) | ||
Common Stock, $0.01 par value per share | 01/01/2020 | 01/01/2020 | J | 2,276,907 | A | $9.02 | 8,178,101 | I | By family(2) | |
Common Stock, $0.01 par value per share | 3,527,283 | I | By KCA(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. Pursuant to the terms of an Agreement and Plan of Merger, effective as of January 1, 2020, by and between Siebert Financial Corp. (the "Issuer), StockCross Financial Services, Inc. ("StockCross") and the shareholders of StockCross (the "Merger Agreement"), the Issuer issued the Reporting Person a total of 269,865 shares of Issuer restricted common stock, valued at $9.02 per share, in exchange for all of the shares of common stock of StockCross owned by the Reporting Person. |
2. Pursuant to the Merger Agreement, the Issuer issued 2,276,907 shares of Issuer restricted common stock, to various family members of the Reporting Person, valued at $9.02 per share, in exchange for all of the shares of StockCross common stock owned by such family members. The Reporting Person may be deemed to be the indirect beneficial owner of a total of 8,178,101 shares of Issuer common stock owned by family trusts and certain family members. The Reporting Person disclaims beneficial ownership of such shares of Issuer common stock, except to the extent of the Reporting Person's pecuniary interest therein. |
3. The Reporting Person is the Managing Member of KCA and may be deemed to be the indirect beneficial owner of 3,527,283 shares of Issuer common stock directly owned by KCA. The Reporting Person disclaims beneficial ownership of the shares of Issuer common stock owned by KCA, except to the extent of the Reporting Person's pecuniary interest therein. |
/s/ Gloria E. Gebbia | 01/03/2020 | |
** 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. |