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Post by matt on May 24, 2017 7:36:37 GMT -5
I believe that his trusts held north of 43% prior to his passing or approx 43M of today's shares (corrections or corroborations sought) . You have to be careful on that due to how the SEC reporting works. The Mann Group LLC holds a bunch of shares (that is an LLC, closely held corporation) and due to the number of shares they own they have to report. The Mann Living Trust (a private trust) owns another big chunk of shares and the trust, as a legal entity, is a managing member of the LLC as well. Therefore, under the attribution rules the Liiving Trust is deemed to "control" the shares in the Mann Group LLC. So, if Mann Group owns X shares, and the Living Trust owns Y shares of their own plus is deemed to control the shares in the LLC, then the Forms 3/4 will show a total of 2X + Y shares because the Mann Group owns their shares and then the Living Trust reports the LLC shares again as a nominal control person. Indeed, I have seen cases where there were so many interlocking share schemes that the number of shares controlled by a given entity (according to the SEC rules) exceeded the authorized and issued shares of the entire corporation. There is a lot of double counting out there and you have to unwind what is owned versus what is deemed ownership or deemed control to really understand it all.
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Post by rossomalley on May 24, 2017 8:44:14 GMT -5
So the date (25 Feb 2016) in box 2 must be connected with Al's demise and LT taking full control of shares. But the numbers of shares aren't so easily explained as simply being adjustment for RS. Unless there is some double counting of D and I controlled shares, it does look like there has been a sizable addition to holdings. Am I wrong? The shares listed in Table 1 of the form are not new, this is just a recitation of history. All the shares are held in one of two trusts, both of which are technically controlled (as the SEC defines it) by the Mann Living Trust because the Living Trust has a nominal role as managing member of The Mann Group. Nothing new here. Table II is the new information. On Al's death his options transferred to the Mann Living Trust which is a different legal entity so those shares have to be reported as a new acquisition even though the number of options has not changed. Everyone hear thinks about all the Mann entities as one big benevolent group steered by the invisible hand of the departed, but the legal reality is a bit more complex. As someone noted above, all these options are so far underwater that they will never be exercised (the all expire in August of this year), but SEC rules require these to be reported just the same. As a practical matter, nothing of substance has changed and this filling is driven purely by SEC regulations. [ Ok, but presumably the options transferring happened last year, why are they only filing this now?
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Post by robbmo on May 24, 2017 9:47:40 GMT -5
So we have the first Form 3 filed for Dr Mann's ownership since 2004. It shows us that his trusts are still holding 27.6M shares (138M pre split) or about 28% of the currently issued shares. I believe that his trusts held north of 43% prior to his passing or approx 43M of today's shares (corrections or corroborations sought) . So looks like Trusts have divested/donated away approx 15M shares or about 33%. OOG ---------------------------------------------- Additional numbers from NASDAQ: - Institutions are holding 22M. - Shorts are also at: 22M. - Current Float: 101M. As of October 2015, Al Mann directly or indirectly controlled 153,223,771 shares through various entities. That is 30,644,754 shares post split. On the form 3 filing, some of those entities (CGM trust, AGC trust, and other personal shares) are not reported. Which brings the share count to roughly 27,644,754 post split. So, I do not believe the trust has divested anything, as opposed to those shares now being controlled outside of them. mayafiles.tase.co.il/rpdf/998001-999000/p998310-00.pdf
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Post by mnholdem on May 24, 2017 11:07:33 GMT -5
I believe the Option-to-Buy awards are a part of the shares reserved by the company. If these options expire in August 2017, then MannKind would simply increase their number of authorized shares that are not reserved.
One thing I have always liked about OTB awards is that they reward success and can act as an incentive to increase shareholder value of the stock. If management actions drive up the share price, they are rewarded. If not, they get nothing.
The same holds true of the Options-to-Buy that were awarded to the Board of Directors, as noted in the SEC filing released this week. If MNKD share price is allowed to fall and remain below the $1.10 strike price of those options, by the expiry date they will be worthless.
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Post by me on May 24, 2017 11:08:57 GMT -5
OK, as best as I can decipher, here are holdings (on a post-split basis) before and after Al Mann's death, as of the split date on 3/2/2017: Prior to AM Death Alfred, Cassandra and Claude Mann 592,531
Name/Entity
| Shares Prior To AM Death
| Shares After AM Death | Change
| Al, Cassandra, Claude Mann
| 592,531 | Unknown
| Unknown
| The Mann Group
| 17,950,000
| 17,930,450 | (19,550)
| AMLT, AGC Trust, CGM Trust
| 10,813,628 | 8,398,187 | (2,415,441)
| Biomed I & II
| 1,286,401
| 1,286,401 | ---
| Total
| 30,642,560
| 27,615,038 + Unknown
| (2,434,991) + Unknown
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Edit: Sorry, I forgot Mannco, which was 2,194 prior to and after Al's death.
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