Home > Insider Trading > Filing (0001446472-23-000020)

Filing Details

Accession Number:: 0001446472-23-000020
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-02 20:48:37
Reporting Period:: 2023-05-31

Accepted Time:: 2023-06-02 20:48:37
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
1965926	Timothy Walter Winn	1100 Kubota Dr. Grapevine TX 76051	Co-Coo And Evp	Yes	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	Disposition	2023-05-31	2,356	$8.51	1,817,860	No	4	S	Indirect	By Debra Nicole Winn
Common Stock	Disposition	2023-06-01	37,745	$8.59	1,780,115	No	4	S	Indirect	By Debra Nicole Winn
Common Stock	Disposition	2023-06-02	29,149	$8.57	1,750,966	No	4	S	Indirect	By Debra Nicole Winn

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Debra Nicole Winn
No	4	S	Indirect	By Debra Nicole Winn
No	4	S	Indirect	By Debra Nicole Winn

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,669,308	Direct
Common Stock	1,675,863	Indirect	By Walter Timothy Winn 2015 Irrevocable Trust
Common Stock	1,675,863	Indirect	By Debra Nicole Winn Irrevocable 2020 Trust

Footnotes

The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.50 to $8.55, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.26 to $8.81, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.40 to $8.67, inclusive.
The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold 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 spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.
These shares are held directly by the Walter Timothy Winn 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 Debra Nicole Winn Irrevocable 2020 Trust ("Trust B"), a family trust established for the benefit of the reporting person and the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. The reporting person has a right to receive distributions of the net income and principal of Trust B during his lifetime.
For purposes of Section 16 of the Exchange Act, 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.