Ladenburg Thalmann Financial Services Inc. 6.50% NT 27 (LTSL) Form 4 LADENBURG THALMANN FINANCIAL SERVICES / HOWARD M LORBER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LORBER HOWARD M

(Last) (First) (Middle)

C/O VECTOR GROUP LTD.

4400 BISCAYNE BLVD., 10TH FL

(Street)

MIAMI FL 33137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020

4. If Amendment, Date of 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

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	02/14/2020		D		3,085,385(1)	D	$3.5(2)	0	D
Common Stock	02/14/2020		D		522,027	D	$3.5(3)	0	I	Lorber Alpha II Limited Partnership(4)
Common Stock	02/14/2020		D		67	D	$3.5(3)	0	I	By Howard Lorber Rollover IRA

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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)	$1.11	02/14/2020		D			20,000	09/24/2011	09/24/2020	Common Stock	20,000	$2.39(5)	0	D
Stock Option (Right to Buy)	$1.28	02/14/2020		D			600,000	(6)	03/02/2021	Common Stock	600,000	$2.22(6)	0	D
Stock Option (Right to Buy)	$1.79	02/14/2020		D			20,000	11/10/2012	11/10/2021	Common Stock	20,000	$1.71(5)	0	D
Stock Option (Right to Buy)	$2.8	02/14/2020		D			600,000	(7)	01/30/2022	Common Stock	600,000	$0.7(7)	0	D
Stock Option (Right to Buy)	$1.32	02/14/2020		D			50,000	09/28/2013	09/28/2022	Common Stock	50,000	$2.18(5)	0	D
Stock Option (Right to Buy)	$1.4	02/14/2020		D			300,000	(8)	01/28/2023	Common Stock	300,000	$2.1(8)	0	D
Stock Option (Right to Buy)	$1.46	02/14/2020		D			50,000	05/09/2014	05/09/2023	Common Stock	50,000	$2.04(5)	0	D
Stock Option (Right to Buy)	$3.25	02/14/2020		D			400,000	(9)	01/17/2024	Common Stock	400,000	$0.25(9)	0	D
Stock Option (Right to Buy)	$3.01	02/14/2020		D			50,000	06/25/2015	06/25/2024	Common Stock	50,000	$0.49(5)	0	D
Stock Option (Right to Buy)	$4.25	02/14/2020		D			200,000	(10)	01/20/2025	Common Stock	200,000	$0(10)	0	D
Stock Option (Right to Buy)	$3.38	02/14/2020		D			50,000	05/18/2016	05/18/2025	Common Stock	50,000	$0.12(5)	0	D
Stock Option (Right to Buy)	$2.65	02/14/2020		D			200,000	(11)	01/14/2026	Common Stock	200,000	$0.85(11)	0	D
Stock Option (Right to Buy)	$2.4	02/14/2020		D			50,000	05/18/2017	05/18/2026	Common Stock	50,000	$1.1(5)	0	D

Explanation of Responses:

1. Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.

2. Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.

3. Disposed of in connection with the Merger.

4. Lorber Alpha II LLC, a Delaware limited liability company, is the general partner of Lorber Alpha II Limited Partnership, a Nevada limited partnership. The reporting person serves as the Managing Member of Lorber Alpha II LLC and has voting and dispositive power with respect to such shares.

5. This option was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

6. This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

7. This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

8. This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

9. This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

10. This option, which provided for vesting in four equal annual installments, commencing on January 20, 2016, was cancelled in the Merger because the exercise price was greater than the Per Share Merger Consideration.

11. This option, which provided for vesting in four equal annual installments, commencing on January 14, 2017, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

	/s/ Howard M. Lorber	02/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.