Winn Walter Timothy

SEC source: 0001446472-23-000024 · primary_doc.xml · nonDerivative · entry 1

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,680,373

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.65 to $8.83, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000022 · primary_doc.xml · nonDerivative · entry 3

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,692,738

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.62 to $8.98, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000022 · primary_doc.xml · nonDerivative · entry 2

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,721,749

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.54 to $8.77, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000022 · primary_doc.xml · nonDerivative · entry 1

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,742,812

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.55 to $8.66, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000020 · primary_doc.xml · nonDerivative · entry 3

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,750,966

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.40 to $8.67, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000020 · primary_doc.xml · nonDerivative · entry 2

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,780,115

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.26 to $8.81, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000020 · primary_doc.xml · nonDerivative · entry 1

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,817,860

F1 · shares: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F1 · price: The shares reported as sold in Column 4 are earnout shares held directly by the spouse of the reporting person that were acquired pursuant to an earnout right in connection with that certain Merger Agreement, dated May 25, 2022, by and among the Issuer, Legato Merger Sub Inc. and Southland Holdings, LLC. Such shares were held by the spouse of the reporting person as separate property. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reporting person expressly disclaims any pecuniary interest of any such shares or proceeds from the disposition thereof and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.50 to $8.55, inclusive.

F5 · price: The reporting person undertakes to provide to the Issuer any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F6 · ownership.nature: These shares are held directly by the spouse of the reporting person as separate property. For purposes of Section 16 of the Exchange Act, the reporting person disclaims any pecuniary interest of any such securities 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.

SEC source: 0001446472-23-000017 · primary_doc.xml · nonDerivative · entry 4

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn

Disclosed balance after: 1,820,216

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 spouse of the reporting person.

F5 · 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.

SEC source: 0001446472-23-000017 · primary_doc.xml · nonDerivative · entry 3

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Debra Nicole Winn Irrevocable 2020 Trust

Disclosed balance after: 1,675,863

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 Debra Nicole Winn Irrevocable 2020 Trust ("Trust B"), a family trust established for the benefit of the reporting person and the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. The reporting person has a right to receive distributions of the net income and principal of Trust B during his lifetime.

F5 · 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.

SEC source: 0001446472-23-000017 · primary_doc.xml · nonDerivative · entry 2

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Walter Timothy Winn 2015 Irrevocable Trust

Disclosed balance after: 1,675,863

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 by the Walter Timothy Winn 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A.

F5 · 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.

SEC source: 0001446472-23-000017 · primary_doc.xml · nonDerivative · entry 1

Winn Walter Timothy · CIK 0001965926 · Director · Co-COO and EVP · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,669,308

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.