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organization · Reporting owner

FRANK RENDA 2015 IRREVOCABLE TRUST

Disclosed activity across 1 company

Tapewire entity
112985
SEC CIK
0001965912

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Southland Holdings, Inc.SLND · Entity 739810% ownerMarch 22, 2023May 30, 2023

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Southland Holdings, Inc.

Report date March 22, 2023 · Filed May 30, 2023

Jointly reported with Renda Frankie S.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect11,480,487 Reported balance After 2023-03-22 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-03-22 · Other · Acquired 1,017,643 · Balance 11,480,487

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

Common StockSEC Table I · non-derivativeIndirectBy Frank Renda 2015 Irrevocable Trust6,140,497 Reported balance After 2023-03-22 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2023-03-22 · Other · Acquired 568,565 · Balance 6,140,497

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F2: These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Common StockSEC Table I · non-derivativeIndirectBy Madison Nicole Renda Trust2,211,394 Reported balance After 2023-03-22 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2023-03-22 · Other · Acquired 204,759 · Balance 2,211,394

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F3: These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Common StockSEC Table I · non-derivativeIndirectBy Dominic Vincent Renda Trust2,211,394 Reported balance After 2023-03-22 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2023-03-22 · Other · Acquired 204,759 · Balance 2,211,394

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F4: These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Common StockSEC Table I · non-derivativeIndirectBy Santino Leonidas Renda Trust2,211,394 Reported balance After 2023-03-22 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 5 · 2023-03-22 · Other · Acquired 204,759 · Balance 2,211,394

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F5: These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Common StockSEC Table I · non-derivativeIndirectBy Amanda Delee Renda69,270 Reported balance After 2023-03-22 transaction · row 6 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 6 · 2023-03-22 · Other · Acquired 6,414 · Balance 69,270

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F6: These shares are held directly by the spouse of Frankie S. Renda.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Filing footnotes · ownership attribution and instrument terms

F1: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F2: These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A.

F3: These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B.

F4: These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C.

F5: These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D.

F6: These shares are held directly by the spouse of Frankie S. Renda.

F7: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 6,414 $10.15 $65,102.10
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 6

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Amanda Delee Renda

Disclosed balance after: 69,270

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F6 · ownership.nature: These shares are held directly by the spouse of Frankie S. Renda.

F7 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Read SEC document
March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 204,759 $10.15 $2,078,303.85
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 5

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Santino Leonidas Renda Trust

Disclosed balance after: 2,211,394

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F5 · ownership.nature: These shares are held directly by the Santino Leonidas Renda Trust ("Trust D"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust D.

F7 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Read SEC document
March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 204,759 $10.15 $2,078,303.85
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 4

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Dominic Vincent Renda Trust

Disclosed balance after: 2,211,394

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F4 · ownership.nature: These shares are held directly by the Dominic Vincent Renda Trust ("Trust C"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust C.

F7 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Read SEC document
March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 204,759 $10.15 $2,078,303.85
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 3

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Madison Nicole Renda Trust

Disclosed balance after: 2,211,394

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F3 · ownership.nature: These shares are held directly by the Madison Nicole Renda Trust ("Trust B"), a family trust established for the benefit of a child of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust B.

F7 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Read SEC document
March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 568,565 $10.15 $5,770,934.75
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 2

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Frank Renda 2015 Irrevocable Trust

Disclosed balance after: 6,140,497

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F2 · ownership.nature: These shares are held directly by the Frank Renda 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of Frankie S. Renda. Frankie S. Renda is the sole trustee of Trust A.

F7 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

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March 22, 2023 Filed May 30, 2023 23:30 UTC Southland Holdings, Inc. SLND · Entity 7398 OtherCommon Stock 1,017,643 $10.15 $10,329,076.45
Disclosure

SEC source: 0001446472-23-000018 · primary_doc.xml · nonDerivative · entry 1

Renda Frankie S. · CIK 0001965929 · Director · President and CEO · 10% owner

FRANK RENDA 2015 IRREVOCABLE TRUST · CIK 0001965912 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,480,487

F1 · date: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · kind: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

F1 · price: The shares reported were issued pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022 (the "Merger Agreement"), by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC (the "Target Company"). As of the effective date of the merger, the members of the Target Company were entitled to receive, among other consideration, a number of shares of the Issuer's common stock equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Target Company member's percentage of all Target Company membership interests issued and outstanding immediately prior to the effective date, upon the achievement of certain earnout targets. The shares issuable in respect of the 2022 Base Target (as defined in the Merger Agreement) were determined upon the final calculation of the Issuer's audited financial statements for the year ended December 31, 2022, and the shares were issued on April 27, 2023.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.