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Post by matt on Nov 19, 2017 14:49:07 GMT -5
They have 8.8M shares, so they sold 13.3M shares. From the filing, As of the date of this proxy statement, the Company was not aware of any beneficial owner of more than five percent of its common stock other than The Mann Group LLC and The Alfred E. Mann Living Trust. The Mann Group, 7.4% of the Company or 8.6 million shares, The Alfred Mann Living Trust, 7.5% of the Company or 8.8 million shares I believe I am reading this right. I'm voting yes in 3 different accounts, but this does add up to just over 17 million, right ?? Yes, and no. 8.6+8.8 > 17 million so there is nothing wrong with your math skills. However, the way the SEC requires the numbers to be published results in a double count so the real number is just 8.8. The way it works is that if an entity owns shares, it must report them, and if an entity had the ability to vote or otherwise control shares they don't own, they have to report those as well. Since the AM Trust is the managing member of the Mann Group they have to report their control position even though the Mann Group themselves has already reported the shares. Note the footnote disclosure: "(2) Includes (i) the shares held by The Mann Group and (ii) 184,558 shares held of record by the Trust." If there are enough entities with linked control provisions, a single controlling shareholder can be required to report that they control more than 100% of all shares via the attribution rules. SEC reporting does not always makes sense.
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Post by babaoriley on Nov 19, 2017 15:42:54 GMT -5
Thanks sla. Mike C's explanation "should" put this issue to rest. Realists, whether short or long, know the shares are going to be authorized. Even this MB poll indicates most shareholders support Mike's strategic plan. Based on his comments, there won't be any near-term dilution unless it comes in a package that also includes a new partner, part owner, an increase in marketing or something else with a positive net result. Mike C has made a lot of good decisions since becoming CEO. This is the latest. Akemp, I hear you, and your point is well taken. This was a good decision, but it's a decision a first year business student would have recommended. And yet, so much drama and controversy here! LOL
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Post by rockstarrick on Nov 19, 2017 17:34:48 GMT -5
From the filing, As of the date of this proxy statement, the Company was not aware of any beneficial owner of more than five percent of its common stock other than The Mann Group LLC and The Alfred E. Mann Living Trust. The Mann Group, 7.4% of the Company or 8.6 million shares, The Alfred Mann Living Trust, 7.5% of the Company or 8.8 million shares I believe I am reading this right. I'm voting yes in 3 different accounts, but this does add up to just over 17 million, right ?? Yes, and no. 8.6+8.8 > 17 million so there is nothing wrong with your math skills. However, the way the SEC requires the numbers to be published results in a double count so the real number is just 8.8. The way it works is that if an entity owns shares, it must report them, and if an entity had the ability to vote or otherwise control shares they don't own, they have to report those as well. Since the AM Trust is the managing member of the Mann Group they have to report their control position even though the Mann Group themselves has already reported the shares. Note the footnote disclosure: "(2) Includes (i) the shares held by The Mann Group and (ii) 184,558 shares held of record by the Trust." If there are enough entities with linked control provisions, a single controlling shareholder can be required to report that they control more than 100% of all shares via the attribution rules. SEC reporting does not always makes sense. Thanks Matt, it was confusing due to the %’s mentioned in the filing, a different % for each. It changes nothing for me. Thanks for clearing this up. 😎
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Post by babaoriley on Nov 20, 2017 14:35:45 GMT -5
So, somebody help me here...is there a way the Alfred E. Mann Living Trust would be allowed to report their holdings annually rather than within the ten day reporting period required by the SEC for beneficial owners of more than 5% outstanding shares? Otherwise, it would seem that the Trust is in violation of SEC reporting requirements. It's a mystery all right. I found myself wondering if the discrepancy may be caused by MannKind tapping into the ATM after the 3rd Quarter to the tune of 9 million shares, which wouldn't get reported until the February EOY earnings call, but then I realized than the ATM is with the Mann Group rather than the AEM Living Trust. Any ideas on why there's no filing if shares were sold? I think that's an outstanding question, MN, would love to know the answer to that. I don't believe the ATM is either with the Mann Group or the AEM Living Trust - that's the company's at the market filing with the SEC.
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Post by alethea on Nov 20, 2017 16:09:00 GMT -5
So, somebody help me here...is there a way the Alfred E. Mann Living Trust would be allowed to report their holdings annually rather than within the ten day reporting period required by the SEC for beneficial owners of more than 5% outstanding shares? Otherwise, it would seem that the Trust is in violation of SEC reporting requirements. It's a mystery all right. I found myself wondering if the discrepancy may be caused by MannKind tapping into the ATM after the 3rd Quarter to the tune of 9 million shares, which wouldn't get reported until the February EOY earnings call, but then I realized than the ATM is with the Mann Group rather than the AEM Living Trust. Any ideas on why there's no filing if shares were sold? I think that's an outstanding question, MN, would love to know the answer to that. I don't believe the ATM is either with the Mann Group or the AEM Living Trust - that's the company's at the market filing with the SEC. I don't get it at all either. I always thought greater than 5% owners had to reports buys and sells within 3 days. Al Mann Trust owned more than 20% not long ago. Why didn't we hear of these sales resulting in the Trust ownership being down to 8.8 million shares which is now less than 10%? Why can't Mike C. clearly and plainly state how much is held on the 3Q conference call? I'd appreciate a little of that improved communication and transparency that was promised.
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Post by dejude42 on Nov 20, 2017 16:15:30 GMT -5
Most stocks not voted become yes votes. Is the poll correct at saying votes not placed are no?
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Post by mnholdem on Nov 20, 2017 16:34:03 GMT -5
That's what is written in the proxy.
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Post by sla55 on Nov 20, 2017 16:34:10 GMT -5
Most stocks not voted become yes votes. Is the poll correct at saying votes not placed are no? Form PRE 14A Preliminary Proxy Statement How many votes are needed to approve the Authorized Shares Increase Proposal? To be approved, the Authorized Shares Increase Proposal must receive “For” votes from the holders of a majority of the Company’s common stock having voting power outstanding on the record date for the Special Meeting. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will also have the same effect as “Against” votes. Read more: mnkd.proboards.com/thread/9088/special-vote-held-on-12?page=5#ixzz4z0gUTzLQ
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Post by dreamboatcruise on Nov 20, 2017 16:47:43 GMT -5
Thanks sla. Mike C's explanation "should" put this issue to rest. Realists, whether short or long, know the shares are going to be authorized. Even this MB poll indicates most shareholders support Mike's strategic plan. Based on his comments, there won't be any near-term dilution unless it comes in a package that also includes a new partner, part owner, an increase in marketing or something else with a positive net result. Mike C has made a lot of good decisions since becoming CEO. This is the latest. By definition when they issue the shares the entities that receive them will be "part owner". As for something positive coming from issuing them... technically it would be contrary to fiduciary duty to issue the shares if it were not anticipated that it is accomplishing something positive. The question at hand is whether a shareholder is comfortable at this point in time, and given the dilution many of us have already suffered, with giving management the green light to dilute by up to 50% yet again. I do not believe 140M was a good decision and still plan to vote against it. I agree with you that my position has little if any chance of prevailing. I still urge others that do not agree with this action to vote "no" rather than simply not voting.
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Post by myocat on Nov 21, 2017 9:20:13 GMT -5
I have been burned a couple of times for giving a blank check. Y'all go ahead and vote "YES" for doubling shares and I will more than happy to see discounted PPS.
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Post by sportsrancho on Nov 21, 2017 9:38:15 GMT -5
I have been burned a couple of times for giving a blank check. Y'all go ahead and vote "YES" for doubling shares and I will more than happy to see discounted PPS. I’m going to do what is best for the company and vote yes. I’m going to do whats best for myself and hold some dry power:-)
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Post by joeypotsandpans on Nov 21, 2017 11:58:11 GMT -5
I have been burned a couple of times for giving a blank check. Y'all go ahead and vote "YES" for doubling shares and I will more than happy to see discounted PPS. I’m going to do what is best for the company and vote yes. I’m going to do whats best for myself and hold some dry powder:-) I would suggest a fairly quick trigger if any because as much as SO would make a big deal of the "dilution" effect of the shares I'm not so sure that the authorizing will have a long lasting effect on sp, I might put in a limit order to "catch" one of those infamous quick drops ....if there were going to be true large sales in scale then the announcement of the vote would of/should of prompted those not happy about it to sell most likely...why would you hold your shares if you plan to vote no thinking the potential dilution would be imminent on a yes vote? makes no sense to wait because if they don't get the vote then you might see it selloff due to not having those shares "in the bank" for future operating/strategic purposes. Although the poll is a drop in the bucket sample size, it was refreshing to see the overwhelming positive response and after Mike's clarification in the recent interview with MF I would imagine a fair percentage of those leaning or uncertain will appreciate his candid response. Many thanks to those that participated either way, enjoy your holiday weekends!
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Post by sportsrancho on Nov 21, 2017 12:25:11 GMT -5
I forget where we talked about EXAS and their commercials. But I thought this was a really interesting article about a company when it becomes a little over valued. And why. About dilution. And other tests for drugs and their pipeline.
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Post by myocat on Nov 21, 2017 18:06:04 GMT -5
I have been burned a couple of times for giving a blank check. Y'all go ahead and vote "YES" for doubling shares and I will more than happy to see discounted PPS. I’m going to do what is best for the company and vote yes. I’m going to do whats best for myself and hold some dry power:-) I agree with your last sentence. Just don't say "I am in for the good of humanity" because everyone is for himself.
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Post by sportsrancho on Nov 21, 2017 18:12:51 GMT -5
I’m going to do what is best for the company and vote yes. I’m going to do whats best for myself and hold some dry power:-) I agree with your last sentence. Just don't say "I am in for the good of humanity" because everyone is for himself. I guess it depends on how many shares you own, what’s good for the company should be what’s good for us... I certainly don’t want them hogtied at this stage in the game.
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