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Filing Details

Accession Number:: 0001446472-23-000015
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-22 21:50:18
Reporting Period:: 2023-03-22

Accepted Time:: 2023-05-22 21:50:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1883814	Southland Holdings Inc.	SLND	Heavy Construction Other Than Bldg Const - Contractors (1600)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1965927	V. Rudolph Renda	1100 Kubota Dr. Grapevine TX 76051	Co-Coo And Evp	No	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-03-22	344,828	$10.15	3,861,937	No	4	J	Direct
Common Stock	Acquisiton	2023-03-22	137,932	$10.15	1,491,161	No	4	J	Indirect	Rudolph V. Renda, Jr., 2015 Irrevocable Trust
Common Stock	Acquisiton	2023-03-22	68,966	$10.15	744,829	No	4	J	Indirect	Angelo Joseph Renda Trust
Common Stock	Acquisiton	2023-03-22	68,966	$10.15	744,829	No	4	J	Indirect	Lola Sofia Renda Trust
Common Stock	Acquisiton	2023-05-18	4,667	$8.23	3,866,604	No	4	P	Direct
Common Stock	Acquisiton	2023-05-19	2,001	$8.27	3,868,605	No	4	P	Direct
Common Stock	Acquisiton	2023-05-22	5,053	$8.60	3,873,658	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Indirect	Rudolph V. Renda, Jr., 2015 Irrevocable Trust
No	4	J	Indirect	Angelo Joseph Renda Trust
No	4	J	Indirect	Lola Sofia Renda Trust
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,504	Indirect	Christy Lee Renda 2015 Irrevocable Trust

Footnotes

The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.80 to $8.40, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.12 to $8.41, inclusive.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.35 to $8.88, inclusive.
The reporting person undertakes to provide to Southland Holdings, Inc., any security holder of Southland Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.
These shares are held directly by the Rudolph V. Renda, Jr, 2015 Irrevocable Trust ("Trust A"'), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A.
These shares are held directly by the Angelo Joseph Renda Trust ("Trust B"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust B.
These shares are held directly by the Lola Sofia Renda Trust ("Trust C"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust C.
These shares are held directly by the Christy Lee Renda 2015 Irrevocable Trust ("Trust D"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust D.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.