Form: 4

Statement of changes in beneficial ownership of securities

July 16, 2021

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jefferies Financial Group Inc.
  2. Issuer Name and Ticker or Trading Symbol
Hillman Solutions Corp. [HLMN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
520 MADISON AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2020
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/15/2020(6)   P   3,200 A $ 9.96 3,200 I See Footnote (3)
Common Stock 07/14/2021   M(1)   4,671,576 A (1) 4,671,576 (3) D  
Common Stock 07/14/2021   A(2)   2,500,000 A $ 10 7,171,576 (3) D  
Common Stock               1,503,200 (3) I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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    

Signatures

 /s/ Shanna B. Green, as Attorney-in-Fact   07/16/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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