Form 4: Former Director Stacy Brandom Reports Merger Share Exchange
Statement of Changes in Beneficial Ownership
Former 180 Degree Capital director Stacy Brandom reported the disposition of 18,705 shares in an all-stock merger with Mount Logan Capital Inc.
Summary
- Stacy Brandom, a former director of 180 Degree Capital Corp. (TURN), reported a change in beneficial ownership via a Form 4 filing.
- The transaction involved the disposition of 18,705 shares of 180 Degree Capital Corp. common stock.
- This disposition occurred on September 12, 2025, in conjunction with an all-stock merger between 180 Degree Capital Corp. and Mount Logan Capital Inc.
- Shares were exchanged for common stock of the surviving entity, 'New Mount Logan,' at a ratio of 0.56666201 shares of 180 Degree Capital for one share of New Mount Logan.
- No actual sales of shares by the reporting person took place; the disposition was solely a share exchange as part of the merger.
- Following the transaction, Stacy Brandom beneficially owns 0 shares of 180 Degree Capital Corp.
- Upon the consummation of the merger, Stacy Brandom ceased to be a Director of 180 Degree Capital Corp.
Sentiment
Score: 6
Explanation: Neutral to slightly positive. The disposition is a consequence of a merger, which is a strategic corporate event. The fact that it was a share exchange rather than a sale suggests continued investment in the combined entity, which can be viewed positively. However, the departure of a director from the original entity is a notable change.
Positives
- The disposition of shares is a result of a strategic corporate merger, indicating a significant business event for the company.
- The transaction was an all-stock exchange, not a cash sale, suggesting the reporting person's continued investment in the combined entity, New Mount Logan.
Negatives
- The reporting person, Stacy Brandom, ceased to be a Director of 180 Degree Capital Corp. upon the merger's consummation, representing a change in the former entity's leadership.
- The reporting person no longer holds beneficial ownership in the original issuer, 180 Degree Capital Corp.
Future Outlook
This Form 4 filing reports a completed transaction related to a merger and does not contain forward-looking statements or guidance from management regarding future performance.
Industry Context
This filing reports an insider transaction resulting from a corporate merger, a common strategic move in the financial services or investment sector to achieve scale, diversify assets, or streamline operations. It reflects the final stages of integration for the involved entities.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Stacy Brandom | N/A | Upon consummation of the Merger | Cessation of directorship due to the all-stock merger of 180 Degree Capital Corp. with Mount Logan Capital Inc. |
Stakeholder Impact
- Shareholders of 180 Degree Capital Corp. (TURN) have had their shares exchanged for those of New Mount Logan Capital Inc. as a result of the merger.
- Stacy Brandom, as a former director, no longer holds a governance role or direct beneficial ownership in 180 Degree Capital Corp.
Key Dates
| Date | Description |
|---|---|
| 09/12/2025 | Date of earliest transaction, disposition of shares in conjunction with the merger. |
| 09/16/2025 | Signature date of the reporting person's power of attorney for the filing. |
Keywords
180 Degree Capital Corp., TURN, Mount Logan Capital Inc., Merger, Share Exchange, Beneficial Ownership, Director Change, SEC Form 4
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