Statement of Changes in Beneficial Ownership (4)
June 13 2023 - 7:35PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Renda Rudolph V. |
2. Issuer Name and Ticker or Trading Symbol
Southland Holdings, Inc.
[
SLND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-COO and EVP |
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(Last)
(First)
(Middle)
1100 KUBOTA DR. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2023 |
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(Street)
GRAPEVINE, TX 76051 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/9/2023 | | P | | 2459 | A | $8.86 (1) | 1520364 | I | By Rudolph V. Renda, Jr., 2015 Irrevocable Trust (7)(11) |
| Common Stock | 6/9/2023 | | P | | 2459 | A | $8.86 (2) | 29660 | I | By Christy Lee Renda 2015 Irrevocable Trust (8)(11) |
| Common Stock | 6/12/2023 | | P | | 2074 | A | $8.62 (3) | 1522438 | I | By Rudolph V. Renda, Jr., 2015 Irrevocable Trust (7)(11) |
| Common Stock | 6/12/2023 | | P | | 2075 | A | $8.62 (4) | 31735 | I | By Christy Lee Renda 2015 Irrevocable Trust (8)(11) |
| Common Stock | 6/13/2023 | | P | | 2385 | A | $8.68 (5) | 1524823 | I | By Rudolph V. Renda, Jr., 2015 Irrevocable Trust (7)(11) |
| Common Stock | 6/13/2023 | | P | | 2384 | A | $8.68 (6) | 34119 | I | By Christy Lee Renda 2015 Irrevocable Trust (8)(11) |
| Common Stock | | | | | | | | 3861937 | D | |
| Common Stock | | | | | | | | 744829 | I | By Angelo Joseph Renda Trust (9)(11) |
| Common Stock | | | | | | | | 744829 | I | By Lola Sofia Renda Trust (10)(11) |
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) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.80 to $8.90, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.80 to $8.90, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.44 to $8.70, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.44 to $8.70, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.65 to $8.70, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.65 to $8.70, 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 purchased at each separate price within the ranges set forth in this footnote. |
| (7) | 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. |
| (8) | These shares are held directly by the Christy Lee Renda 2015 Irrevocable Trust ("Trust B"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. |
| (9) | These shares are held directly by the Angelo Joseph 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. |
| (10) | These shares are held directly by the Lola Sofia Renda Trust ("Trust D"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust D. |
| (11) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Renda Rudolph V.
1100 KUBOTA DR.
GRAPEVINE, TX 76051 |
| X | Co-COO and EVP |
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Signatures
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| /s/ Rudolph V. Renda | | 6/13/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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