Statement of Changes in Beneficial Ownership (4)
08 September 2021 - 8:48PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Steinhardt David Russ |
2. Issuer Name and Ticker or Trading Symbol
MACKINAC FINANCIAL CORP /MI/
[
MFNC
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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)
712 5TH AVE, 34TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2021 |
(Street)
NEW YORK, NY 10019
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | 9/3/2021 | | D | | 16994 | D | (1)(2) | 0 | D | |
Common Stock | 9/3/2021 | | D | | 1044557 | D | (1) | 0 | I | By Steinhardt Capital Investors, LLLP (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 |
Explanation of Responses: |
(1) | On September 3, 2021, pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of April 12, 2021 by and between Nicolet Bankshares, Inc. ("Nicolet") and Mackinac Financial Corporation ("MFNC"), MFNC merged with and into Nicolet ("Merger"), and each outstanding share of MFNC common stock was converted into the right to receive 0.22 of a share of Nicolet common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of Nicolet common stock which the holder would otherwise be entitled to receive multiplied by $4.64. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the MFNC common stock reported in Table I, an aggregate of 233,540 shares of Nicolet common stock having a market value of $76.74 per share on the effective date of the Merger, and cash in lieu of a fractional share of Nicolet common stock, subject to any required tax withholding under applicable law. |
(2) | Pursuant to the Merger Agreement, the amount of securities disposed of includes MFNC restricted shares. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted share awards under MFNC's equity incentive plans automatically accelerated in full and such restricted shares converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting. |
(3) | The reported securities are owned directly by Steinhardt Capital Investors, LLLP, and indirectly by Steinhardt Capital Management, LLC, as general partner of Steinhardt Capital Investors, LLLP, and David R. Steinhardt as a manager of Steinhardt Capital Management, LLC. Steinhardt Capital Management, LLC and David R. Steinhardt disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Steinhardt David Russ 712 5TH AVE, 34TH FLOOR NEW YORK, NY 10019 | X | X |
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Steinhardt Capital Investors, LLLP 712 5TH AVE, 34TH FLOOR NEW YORK, NY 10019 |
| X |
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Steinhardt Capital Management, LLC 712 5TH AVE, 34TH FLOOR NEW YORK, NY 10019 |
| X |
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Signatures
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/s/ David R. Steinhardt | | 9/8/2021 |
**Signature of Reporting Person | Date |
/s/ David R. Steinhardt, Manager of Steinhardt Capital Management, LLC, the General Partner of Steinhardt Capital Investors, LLLP | | 9/8/2021 |
**Signature of Reporting Person | Date |
/s/ David R. Steinhardt, Manager of Steinhardt Capital Management, LLC | | 9/8/2021 |
**Signature of Reporting Person | Date |
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