SUMITOMO MITSUI FINANCIAL GROUP, INC. - 12 Aug 2024 Form 3 Insider Report for Jefferies Financial Group Inc. (JEF)

Role
Director
Signature
SUMITOMO MITSUI FINANCIAL GROUP, INC., By: /s/ Kazuya Ikeda, Name: Kazuya Ikeda, Title: Managing Executive Officer and General Manager, Strategic Planning Dept., Global Business Unit
Issuer symbol
JEF
Transactions as of
12 Aug 2024
Net transactions value
$0
Form type
3
Filing time
13 Aug 2024, 06:15:02 UTC
Previous filing
11 Apr 2022
Next filing
19 Sep 2024
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding JEF Series B Non-Voting Convertible Preferred Shares 12 Aug 2024 Common Stock 27,562,500 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Series B Non-Voting Convertible Preferred Shares that will automatically convert into non-voting common stock of the issuer on the third anniversary of the date of issuance (and may convert into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC")). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares will convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer. The Series B Bon-Voting Convertible Preferred Shares do not have an expiration date.
F2 The reported securities are held directly by SMBC, a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG").
F3 The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Nakashima, President and Group Chief Executive Officer, SMFG, currently serves on the board of directors of the Issuer.