Statement of Changes in Beneficial Ownership (4)
December 29 2021 - 4:05PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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GABELLI MARC |
2. Issuer Name and Ticker or Trading Symbol
LGL GROUP INC
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LGL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE CORPORATE CENTER |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2021 |
(Street)
RYE, NY 10580
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/28/2021 | | A(1) | | 1267 | A | $0 | 80580 | D (2) | |
Common Stock | | | | | | | | 764303 | I | Shares held by a Ltd. Partnership (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Common Stock Warrants (right to purchase) | $12.5 (4) | | | | | | | (5) | 11/16/2025 | Common stock, par value$0.01 per share | 12593 | | 62968 | D | |
Common Stock Warrants (right to purchase) | $12.5 (4) | | | | | | | (5) | 11/16/2025 | Common stock, par value$0.01 per share | 152860 | | 764303 | I | Shares held by a Ltd. Partnership (3) |
Explanation of Responses: |
(1) | These shares were granted by the Issuer to the Reporting Person. |
(2) | This filing does not include the holdings by GGCP, Inc. of 476,937 shares of LGL Group, Inc., which have been included in the Form 4 filing of Mario J. Gabelli, dated November 18, 2020. |
(3) | These shares are beneficially owned by Venator Merchant Fund, L.P. ("Venator Fund") and Venator Global LLC ("Venator Global"). Venator Global, which is the sole general partner of Venator Fund, isdeemed to have beneficial ownership of the securities owned by Venator Fund. Marc Gabelli is the President of Venator Fund. |
(4) | When exercisable, 5 Warrants will entitle their holder to purchase one share of Common Stock at an exercise price of $12.50 per share, as may be adjusted in accordance with the terms of the Warrants. |
(5) | The Warrants become exercisable on the earlier of (i) November 16, 2025, and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of the Common Stock is greater than or equal to $17.50. Any unexercised Warrants will expire at 5:00 p.m., Eastern Time, on November 16, 2025. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GABELLI MARC ONE CORPORATE CENTER RYE, NY 10580 | X | X |
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Signatures
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/s/ Marc Gabelli | | 12/29/2021 |
**Signature of Reporting Person | Date |
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