Trust Selling?

[Deleted]

Page 42 of the 10-K:

bit.ly/2q9frLL

"We have been informed by the trustees for the Mann Affiliated Entities that the trustees may seek to dispose of some or all of the shares beneficially owned by the Mann Affiliated Entities"

"may" implies they may or may not.

[Deleted]

I have but he never answers my question directly. I am insulted then asked to prove the Trust has not sold.

I have thick skin so I have no difficulties with the insults.

[Deleted]

Kastanes, Obamamana, careful all owe me an apology and the moderators of proboards owe posters an apology for deleting my posts breaking this down as well as another poster who is trying to provide the truth to investors who do not read 10-ks. A piece of advice I learned holding shares of MNKD. Alweays read the 10k. All companies hide nice tidbits of information in there.

Kastanes From the 10-k you posted **** At February 1, 2017, the estate of Alfred E. Mann beneficially owned approximately 23.7% of our outstanding shares of capital stock, including shares held in the Alfred E. Mann Living Trust and The Mann Group LLC (collectively, the “Mann Affiliated Entities”)

From a previous 10k Filed 05/09/16 for the Period Ending 03/31/16

At March 31, 2016, the estate of Alfred E. Mann beneficially owned approximately 35.7% of our outstanding shares of capital stock, including shares held in the Alfred E. Mann Living Trust, Mann Group LLC, Mannco LLC, Biomed Partners, LLC and Biomed Partners II, LLC (collectively, the “Mann Affiliated
Entities”)

35.7% minus 23.7% is a deduction of 12%.Is it not? Is this FUD?

[liane]

This is directed at no one in particular. Can we please keep to just posting facts and opinions without labeling everyone as a FUDster etc. If posts are removed, it often for that reason and not the actual content.

[mytakeonit]

May 6, 2017 15:42:19 GMT -5 @reverselo said:

Kastanes, Obamamana, careful all owe me an apology and the moderators of proboards owe posters an apology for deleting my posts breaking this down as well as another poster who is trying to provide the truth to investors who do not read 10-ks. A piece of advice I learned holding shares of MNKD. Alweays read the 10k. All companies hide nice tidbits of information in there.

Kastanes From the 10-k you posted **** At February 1, 2017, the estate of Alfred E. Mann beneficially owned approximately 23.7% of our outstanding shares of capital stock, including shares held in the Alfred E. Mann Living Trust and The Mann Group LLC (collectively, the “Mann Affiliated Entities”)

From a previous 10k Filed 05/09/16 for the Period Ending 03/31/16

At March 31, 2016, the estate of Alfred E. Mann beneficially owned approximately 35.7% of our outstanding shares of capital stock, including shares held in the Alfred E. Mann Living Trust, Mann Group LLC, Mannco LLC, Biomed Partners, LLC and Biomed Partners II, LLC (collectively, the “Mann Affiliated
Entities”)

35.7% minus 23.7% is a deduction of 12%.Is it not? Is this FUD?

So that means that the group sold at a good price and can now buy it back and make a huge profit?  Or buy even more shares and knock out the shorts?

[Deleted]

As I have stated before: percentages do not represent shares "owned" because of options and does not consider future dilution.

The only way to show a sale is by comparing share count without options. Noone has given a share count between periods that demonstrates a sale.

[matt]

You can't figure out exactly how many shares are held as to today, but you can compare the most recent DEF 14A with the one filed a year ago.


Mann Group   89,750,000 shares last year, 89,750,000 this year (no change)

Mann Living Trust 41,068,142 shares last year, 20,798,469 this year, reduction of 20,269,673 shares

Mann Living Trust 3,651,442 options last year, 3,651,442 options this year

Other Mann Entities 22,405,629 as of last year, 0 this year, reduction of 22,405,629

In total, Mann related entities sold 42,675,302 actual shares and there was no net change in options.


The only thing you cannot know for sure is whether the "other entities" (Biomed Partners I & II, MannCo, AGC Trust, CGM Trust) actually sold their shares, or whether the Living Trust ceased to be a managing member, in which case they don't need to report any longer.

But bottom line, the trust did sell 20 million shares (before reverse split)

[Deleted]

matt please provide links and page numbers.

"The only thing you cannot know for sure is whether the "other entities" (Biomed Partners I & II, MannCo, AGC Trust, CGM Trust) actually sold their shares, or whether the Living Trust ceased to be a managing member, in which case they don't need to report any longer."

Because of this noone knows with certainty whether or not the Trust has sold.

[ssiegel]

Bloomberg has the Mann Living Trust address as 12744 San Fernando Road, Suite 600, Sylmar, Los Angeles, CA 91342. That is also the corporate headquarters of EYES. Are the trustees affiliated with EYES?

I noticed that the Mann Trust appears to have also liquidated its position in EYES:

2016 14A filing: Alfred E. Mann Living Trust (1) 11,310,258 31.1%

2017 14A filing: No mention of Alfred Mann Trust

So it appears that now the trust itself is down to nothing more than owning 3 million post-split shares of MNKD, and is responsible for managing Mann Group which now owns about 18 million post-split shares. What exactly is the "Mann Group"? Who benefits from it? Where does the money go if its MNKD stock is sold?

[ssiegel]

May 6, 2017 17:50:14 GMT -5 @kastanes said:

matt please provide links and page numbers.

"The only thing you cannot know for sure is whether the "other entities" (Biomed Partners I & II, MannCo, AGC Trust, CGM Trust) actually sold their shares, or whether the Living Trust ceased to be a managing member, in which case they don't need to report any longer."

Because of this noone knows with certainty whether or not the Trust has sold.

Links and page numbers:

"Page 42:

www.sec.gov/Archives/edgar/data/899460/000119312517085519/d305327d10k.htm

We have been informed by the trustees for the Mann Affiliated Entities that the trustees may seek to dispose of some or all of the shares beneficially owned by the Mann Affiliated Entities, pursuant to distributions to trust beneficiaries, one or more trading plans under Rule 10b5-1 of the Exchange Act or otherwise. Any sales or other disposition of our common stock by the Mann Affiliated Entities, or the perception that such sales may occur, including the entry into any such trading plans, could have a material adverse effect on the trading price of our common stock and could make it more difficult for us to raise capital through the sale of our common stock or securities convertible into or exercisable for our common stock, which could have a material adverse effect on our business and financial condition.


The DEF14A from last year:

www.sec.gov/Archives/edgar/data/899460/000119312516550284/d142610ddef14a.htm

On page 35, it lists the trust as owning pre-split:

"Alfred E. Mann Living Trust(2)  156,875,213   36.6 %

(2) Includes (i) the shares described in footnote (1) above, (ii) 41,068,142 shares held of record by the Trust, (iii) 6,432,006 shares held by Biomed Partners, LLC and Biomed Partners II, LLC, of which entities the Trust is a 0.1% managing member, (iv) 10,968 shares held by Mannco LLC, (v) 2,398,126 shares held by the AGC Trust, (vi) 10,634,611 shares held by the CGM Trust, and (vii) 3,651,442 shares which the Trust has the right to acquire within 60 days of March 21, 2015 pursuant to the exercise of outstanding options previously held by Alfred E. Mann prior to his passing."


This year's DEF14A:

www.sec.gov/Archives/edgar/data/899460/000119312515125494/d849660ddef14a.htm

On page 12 -- again pre-split:

"The Alfred E. Mann Living Trust(2)   114,102,161   23.7 %

(2) Includes (i) the shares described in footnote (1) above, (ii) 20,798,469 shares held of record by the Trust and (iii) 3,651,442 shares which the Trust has the right to acquire within 60 days of February 1, 2017 pursuant to the exercise of outstanding options previously held by Alfred E. Mann prior to his passing."


So overall, it appears the trust reduced its holdings by 42 million shares and its percentage ownership went from 37 to 24."

[Deleted]

"So overall, it appears the trust reduced its holdings by 42 million shares and its percentage ownership went from 37 to 24."

matt "But bottom line, the trust did sell 20 million shares (before reverse split)"

Nobody seems to know!

[ssiegel]

May 6, 2017 19:02:58 GMT -5 @kastanes said:

"So overall, it appears the trust reduced its holdings by 42 million shares and its percentage ownership went from 37 to 24."

matt "But bottom line, the trust did sell 20 million shares (before reverse split)"

Nobody seems to know!

Matt seems to think there's a possibility that the other entities -- CGM, AGC, etc -- may have have somehow disassociated from the Al Mann Trust and therefore the trust no longer reports holdings for them. I think that's a bit far-fetched. The entities were all set up and initially funded by Al Mann:

files.shareholder.com/downloads/AMDA-22AIJ9/4353951777x0xS1209191-13-8947/899460/filing.pdf

The only name these entities have ever been associated with is the Al Mann Trust. Occam's Razor leads one to the simplest conclusion that these entities were simply liquidated and their shares sold. Has MNKD ever denied that these shares were sold?

[Deleted]

Mannkind cannot speak for the Trust.

[sportsrancho]

E-mail Matt and ask him;-) others have

[ssiegel]

May 6, 2017 19:22:05 GMT -5 @kastanes said:

Mannkind cannot speak for the Trust.

Perhaps not, but thinking about it, I realize that those still holding positions greater than 5% would have to reported in the 14A:

"The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 21, 2016 by: (i) each person, entity or group known to the Company to be the beneficial owner of more than 5% of the Company’s common stock..."

Also, could MNKD not ask the Trust to clarify the disposition of the shares. After all, they know that perception is important on Wall Street and the perception that the Trust has liquidated large holdings could hurt the company.  If those holdings haven't been sold, then perhaps MNKD could ask the trust to explain what happened to the other entities.