Post-effective Amendment to an S-8 Filing (s-8 Pos)
17 März 2023 - 11:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 17, 2023
Registration No. 333-235311
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933
Piper
SANDLER Companies
(Exact name of registrant as specified in its charter)
Delaware |
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30-0168701 |
(State or other jurisdiction of
incorporation or
organization)
800 Nicollet Mall, Suite 900
Minneapolis, Minnesota
(Address of Principal Executive
Offices) |
|
|
|
(I.R.S. Employer
Identification No.)
55402
(Zip Code) |
PIPER SANDLER COMPANIES
2020 EMPLOYMENT INDUCEMENT AWARD PLAN
(Full title of the plan)
John W. Geelan
General Counsel and Secretary
Piper Sandler Companies
800 Nicollet Mall, Suite 900
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 303-6000
(Telephone number, including area code, of agent
for service)
___________________________________
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
|
Accelerated filer ¨ |
Non-accelerated
filer ¨ |
|
Smaller reporting company ¨
Emerging growth company ¨ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-235311)
(the “Registration Statement”) filed by Piper Sandler Companies, a Delaware corporation (the “Company”), with
the Securities and Exchange Commission on November 29, 2019. The Registration Statement registered an aggregate of 1,525,000 shares
of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be issued pursuant to the Company’s
2020 Employment Inducement Award Plan (the “Inducement Plan”).
The Company terminated
the Inducement Plan as to future grants, including shares of Common Stock that were forfeited or withheld for taxes thereunder,
effective as of March 17, 2023. This Post-Effective Amendment hereby deregisters 164,383 shares of Common Stock that were
previously registered pursuant to the Registration Statement and were available for grant under the Inducement Plan. The
Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Common Stock.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on March 17, 2023.
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PIPER SANDLER
COMPANIES
(registrant) |
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By: |
/s/
John W. Geelan |
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Name: John W. Geelan
Title: General Counsel and Secretary |
No other person is required
to sign this Post-Effective Amendment on behalf of the registrant in reliance on Rule 478 under the Securities Act of 1933, as amended.
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