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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 07/14/2021 | D(1) | 1,365,924 | (1) | (1) | Class A Common Stock | 1,365,924 | $ 0 | 4,671,576 | D | ||||
| Class B Common Stock | (1) | 07/14/2021 | M(1) | 4,671,576 | (1) | (1) | Class A Common Stock | 4,671,576 | $ 0 | 0 | D | ||||
| Warrants to purchase Common Stock | $ 11.5 | 07/14/2021 | A(4) | 4,000,000 | 10/14/2021 | 10/14/2026 | Common Stock | 4,000,000 | $ 1.5 | 4,000,000 | D | ||||
| Warrants to purchase Common Stock | $ 11.5 | 07/14/2021 | P(4)(5) | 501,066 | 10/14/2021 | 10/14/2026 | Common Stock | 501,066 | (4) (5) | 501,066 | I | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jefferies Financial Group Inc. 520 MADISON AVENUE 12TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| /s/ Shanna B. Green, as Attorney-in-Fact | 07/16/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings III, Inc. or "Landcadia") and HMAN Group Holdings Inc. ("Hillman Holdco"), among other things, (i) the Reporting Person forfeited 1,365,924 shares of Landcadia's Class B common stock and (ii) each remaining share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-248856). |
| (2) | Acquired by the Reporting Person immediately prior to the Closing pursuant to the subscription agreement, which was entered into with the Issuer on January 24, 2021 in connection with the Business Combination. |
| (3) | Jefferies LLC owns the 1,503,200 shares of Common Stock and the 501,066 Warrants to purchase 501,660 shares of Common Stock. Jefferies LLC is a wholly-owned direct subsidiary of Jefferies Group LLC, which itself is a wholly-owned direct subsidiary of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership over the securities held by Jefferies LLC, except to the extent of the Reporting Person's pecuniary interest therein. |
| (4) | The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Person, Jefferies LLC or Jefferies Group LLC until the Closing. 4,000,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. 500,000 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants. The units were acquired at various prices, as set forth in the Reporting Person's Form 5 in the Issuer filed on February 5, 2021, which reported the purchase of the accompanying shares of Class A common stock included in the units. |
| (5) | 1,066 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants at the price set forth in Table I which reports the purchase of the accompanying shares of Class A common stock included in the units. |
| (6) | The 10/15/2020 transaction is being reported late due to inadvertent administrative oversight. |
| Remarks: Prior to the Closing, Jefferies Financial Group Inc. was a director by deputization solely due to the circumstances of Mr. Richard Handler's service on the board of directors of Landcadia prior to the Closing. Mr. Handler stepped off of the board of directors at Closing. As a result of and immediately following the Closing, the Reporting Person is no longer a director by deputization or a 10% Owner, and therefore is no longer subject to Section 16 of the Securities Exchange Act of 1934. | |