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Filing Details

Accession Number:: 0001493152-20-002475
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-14 15:21:49
Reporting Period:: 2020-02-12

Accepted Time:: 2020-02-14 15:21:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1029730	Ladenburg Thalmann Financial Services Inc.	LTS	Security Brokers, Dealers & Flotation Companies (6211)	650701248

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1047092	Richard Lampen	4400 Biscayne Boulevard 12Th Floor Miami FL 33137		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-02-14	3,324,916	$3.50	0	No	4	D	Direct
Common Stock	Disposition	2020-02-14	83,333	$3.50	0	No	4	D	Indirect	By wife
8.00% Series A Cumulative Redeemable Preferred Stock	Disposition	2020-02-12	4,000	$25.11	200	No	4	S	Indirect	By wife

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Direct
No	4	D	Indirect	By wife
No	4	S	Indirect	By wife

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	600,000	$2.22	600,000	$1.28
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	600,000	$0.70	600,000	$2.80
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	300,000	$2.10	300,000	$1.40
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	400,000	$0.25	400,000	$3.25
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	200,000	$0.00	200,000	$4.25
Common Stock	Stock Option (Right to Buy)	Disposition	2020-02-14	200,000	$0.85	200,000	$2.65

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2021-03-02	No	4	D	Direct
2022-01-30	No	4	D	Direct
2023-01-28	No	4	D	Direct
2024-01-17	No	4	D	Direct
2025-01-20	No	4	D	Direct
2026-01-14	No	4	D	Direct

Footnotes

Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.
Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
Disposed of in connection with the Merger.
The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.
This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
This option, which provided for vesting in four equal annual installments, commencing on January 20, 2016, was cancelled in the Merger because the exercise price was greater than the Per Share Merger Consideration.
This option, which provided for vesting in four equal annual installments, commencing on January 14, 2017, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.