Statement of Changes in Beneficial Ownership (4)
November 06 2020 - 4:50PM
Edgar (US Regulatory)
FORM 4
[ ]
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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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Good John A |
2. Issuer Name and Ticker or Trading Symbol
Jernigan Capital, Inc.
[
JCAP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
6410 POPLAR AVE, SUITE 650 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2020 |
(Street)
MEMPHIS, TN 38119
(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 | 11/6/2020 | | J | | 288571 (1) | D | (1) | 0 | D | |
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 |
OC Units | (2) | 11/6/2020 | | J | | 76923 (2) | | 2/20/2021 (4) | (4) | Common Stock | 76923 | (3)(4) | 256410 | I | OC Units |
OC Units | (2) | 11/6/2020 | | J | | | 76923 | 2/20/2021 (4) | (4) | Common Stock | 76923 | (3)(4) | 179487 | I | OC Units |
OC Units | (2) | 11/6/2020 | | J | | | 179487 (2) | 2/20/2021 (4) | (4) | Common Stock | 179487 | (3)(4) | 0 | D | |
Explanation of Responses: |
(1) | Represents 49,534 restricted share awards and 239,037 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. |
(2) | By JCAP Advisors, Inc. 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. |
(3) | 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. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Good John A 6410 POPLAR AVE SUITE 650 MEMPHIS, TN 38119 | X |
| Chief Executive Officer |
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Signatures
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/s/ Zack Davis, as Attorney-in-Fact for John A. Good | | 11/6/2020 |
**Signature of Reporting Person | Date |
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