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Post by Deleted on May 7, 2017 8:50:38 GMT -5
ssiegel email Matt and post his answer.
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Post by matt on May 7, 2017 10:59:54 GMT -5
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. Those numbers are straight out of the DEF 14A filings dated April 4, 2016 and April 7, 2017. Just look under the heading "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and read footnote 2 carefully. We do know, with certainty, that roughly 20 million shares are no longer in the hands of the Living Trust. The could have been sold, gifted, distributed to <5% beneficiaries not subject to reporting, conveyed to charity or educational institutions, but it really doesn't matter. Regardless of the type of disposition, the trust owns 20 million fewer shares than at this time last year and they own the exact same number of options. What the transferees have done with those 20 million shares is unknowable. With respect to the "other entities", the Living Trust did not own those shares but it was required to report those shares as a managing member (SEC rules require that). The fact that those shares are no longer reported is due to one of two reasons: 1. Those entities sold or otherwise disposed of their shares, or 2. The terms of the management agreements provided that the Living Trust ceased to be a managing member on the occurrence of Al Mann's death, in which case the reporting requirement ceased. We do not know which of those is true, or if some combination of those is true. We do know that the Living Trust no longer has a say in what happens to those shares. Likewise, we do not know if there were any subsequent dispositions since April 7. The heavy selling we have seen in the past month could be due to the Living Trust selling more shares, it could be due to Deerfield dumping their newly acquired shares, it could be due to long-term shareholders existing their position, or something else. To the extent that the shares are held in street name, not even the transfer agent know what happened to the shares as all they see is the weekly report from the DTC that shows ownership of street name shares moving between brokerages. If the shares are registered and not in street name the transfer agent can see the disposition to or from the DTC bucket. None of that is information that you, as a shareholder, are entitled to see. Deerfield is subject to reporting under the Investment Act of 1940 so you can see if they held or disposed of their new shares when they file their 13-F report for the period ended June 30 (that report is due 45 days later, or August 14). Changes in holdings by the trusts will not be reported again until and unless the company files a new DEF 14A, but that is usually only done once per year. Since the trusts are not required to report individual transactions, you will likely have to wait until next April for the next snapshot. In the meantime, feel free to guess what the trusts are doing just so you realize that it is precisely that; a guess.
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Post by agedhippie on May 7, 2017 12:36:23 GMT -5
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. Those numbers are straight out of the DEF 14A filings dated April 4, 2016 and April 7, 2017. Just look under the heading "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and read footnote 2 carefully. The quick and easy way is to download the spreadsheet version from Mannkind's web site and there is a beneficial ownership tab with all the information.
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Post by Deleted on May 8, 2017 8:06:40 GMT -5
matt "The could have been sold, gifted, distributed to <5% beneficiaries not subject to reporting, conveyed to charity or educational institutions" Your statement contradicts lfd's assertion of selling. Need I say any more?
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Post by Deleted on May 9, 2017 14:53:31 GMT -5
Maybe the trust started buying back shares this past couple of days The sold prior to the split and now own more then a year ago?
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Post by matt on May 9, 2017 15:24:45 GMT -5
matt "The could have been sold, gifted, distributed to <5% beneficiaries not subject to reporting, conveyed to charity or educational institutions" Your statement contradicts lfd's assertion of selling. Need I say any more? Please don't misquote me. My statement does not contradict LFD's assertion of selling any more than it confirms your assertion to the contrary. When somebody uses a conditional auxiliary verb like " could" it is specifically because they don't intend to draw a definite conclusion. If I couldn't reach a conclusion when writing that sentence, you can't reach one by reading it. The only thing you can see from SEC reporting is changes in holdings. You can not know how those holdings changed unless the recipient of the shares discloses it voluntarily, or unless the recipient is (or becomes) subject to SEC reporting requirements. All that is knowable with certainty is that 20 million shares that used to belong to the trust have been disposed of. Living trusts are normally more for personal use so some of the shares could have disappeared from the trust's holdings due to transfers that satisfied bequests made upon Al Mann's death or other life events such as specific beneficiaries reaching the age of majority or needing funds for educational purposes. If that is the case, it goes without saying that the disposition of the shares in the hands of the beneficiaries is likewise unknowable; they could have sold, held, or donated the shares to some other charitable purpose. As for the trust buying back shares, that is unlikely. Trusts, by their nature, are overinvested in the shares of a single company and acquiring more shares in that same company would violate the trustee's duty of prudence. Trusts exist to preserve the wealth transferred by the grantor for the named beneficiaries, not to generate new wealth via stock trading by the trustee.
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Post by Deleted on May 9, 2017 15:31:55 GMT -5
Was totally joking and trying to poke fun at Kastanes
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Post by rossomalley on May 9, 2017 16:35:40 GMT -5
matt "The could have been sold, gifted, distributed to <5% beneficiaries not subject to reporting, conveyed to charity or educational institutions" Your statement contradicts lfd's assertion of selling. Need I say any more? Please don't misquote me. My statement does not contradict LFD's assertion of selling any more than it confirms your assertion to the contrary. When somebody uses a conditional auxiliary verb like " could" it is specifically because they don't intend to draw a definite conclusion. If I couldn't reach a conclusion when writing that sentence, you can't reach one by reading it. The only thing you can see from SEC reporting is changes in holdings. You can not know how those holdings changed unless the recipient of the shares discloses it voluntarily, or unless the recipient is (or becomes) subject to SEC reporting requirements. All that is knowable with certainty is that 20 million shares that used to belong to the trust have been disposed of. Living trusts are normally more for personal use so some of the shares could have disappeared from the trust's holdings due to transfers that satisfied bequests made upon Al Mann's death or other life events such as specific beneficiaries reaching the age of majority or needing funds for educational purposes. If that is the case, it goes without saying that the disposition of the shares in the hands of the beneficiaries is likewise unknowable; they could have sold, held, or donated the shares to some other charitable purpose. As for the trust buying back shares, that is unlikely. Trusts, by their nature, are overinvested in the shares of a single company and acquiring more shares in that same company would violate the trustee's duty of prudence. Trusts exist to preserve the wealth transferred by the grantor for the named beneficiaries, not to generate new wealth via stock trading by the trustee. Matt, always appreciate your input but responding to this nonsense isn't worth your time. You explained situation to him, mods should lock thread or tell him to shut up.
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Post by Deleted on May 10, 2017 3:49:31 GMT -5
matt "If I couldn't reach a conclusion when writing that sentence, you can't reach one by reading it." That is my point: noone knows if the Trust is or is not selling. Therefore it contradicts Feroldi.
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