4//SEC Filing
Perry Jonathan L 4
Accession 0001140361-20-024911
CIK 0001622353other
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 5:03 PM ET
Size
13.6 KB
Accession
0001140361-20-024911
Insider Transaction Report
Form 4
Perry Jonathan L
EVP, Chief Investment Officer
Transactions
- Other
OC Units
2020-11-06+76,923→ 153,846 total(indirect: OC Units)From: 2021-02-20→ Common Stock (76,923 underlying) - Other
OC Units
2020-11-06−76,923→ 76,923 total(indirect: OC Units)From: 2021-02-20→ Common Stock (76,923 underlying) - Other
OC Units
2020-11-06−76,923→ 0 totalFrom: 2021-02-20→ Common Stock (76,923 underlying) - Other
Common Stock
2020-11-06−58,347→ 0 total
Footnotes (4)
- [F1]Represents 33,303 restricted share awards and 25,044 unrestricted shares of common stock of Jernigan Capital, Inc. (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of common shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $17.30, and each common share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30.
- [F2]By JCAP Advisors, LLC. Received in connection with the closing of transactions contemplated by the previously disclosed Asset Purchase Agreement (the "Purchase Agreement"), dated as of December 16, 2019, by and among the Company, Jernigan Capital Operating Company, LLC (the "Operating Company"), JCAP Advisors, LLC, Dean Jernigan, John A. Good and Jonathan L. Perry. Under the terms of the Purchase Agreement, issuance of the OC Units would be triggered, if at all, upon the earlier of: (1) the Company's common shares trading at or above a daily volume weighted price of $25.00 per share for at least 30 days during any trailing 365-day period prior to December 31, 2024 or (2) a "change of control" of the Company approved by our board of directors and our stockholders that occurs prior to December 31, 2024.
- [F3]Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each OC Unit that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30.
- [F4]Represents units of limited liability company interest ("OC Units") in the Operating Partnership. Beginning on the one-year anniversary of the date of issuance, each OC Unit is redeemable for cash or, at the Issuer's option, exchanged for shares of the Issuer's common stock on a one-for-one basis in lieu of cash. The OC Units have no expiration date.
Documents
Issuer
Jernigan Capital, Inc.
CIK 0001622353
Entity typeother
Related Parties
1- filerCIK 0001707370
Filing Metadata
- Form type
- 4
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 5:03 PM ET
- Size
- 13.6 KB