Lindblad Expeditions Holdings SC 13D/A Filing Update

Ticker: LIND · Form: SC 13D/A · Filed: Aug 27, 2024 · CIK: 1512499

Sentiment: neutral

Topics: sec-filing, schedule-13d, ownership-update

Related Tickers: EXPE

TL;DR

Sven-Olof Lindblad filed an amendment to his 13D for Lindblad Expeditions (EXPE), updating ownership details.

AI Summary

Sven-Olof Lindblad, through an amendment filed on August 27, 2024, has updated his Schedule 13D filing concerning Lindblad Expeditions Holdings, Inc. The filing indicates a change in the reporting person's beneficial ownership of the company's common stock. Specific details regarding the exact percentage change or new holdings are not immediately clear from this amendment notice alone, but it signifies an ongoing disclosure requirement.

Why It Matters

This filing is an amendment to a previous disclosure, indicating potential shifts in significant shareholder positions, which can influence stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often signal significant changes in beneficial ownership by major shareholders, which can lead to increased volatility.

Key Numbers

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in this amendment?

This amendment notice does not specify the exact changes in beneficial ownership; it only indicates that an update has been filed.

What is the CUSIP number for Lindblad Expeditions Holdings, Inc. common stock?

The CUSIP number for Lindblad Expeditions Holdings, Inc. common stock is 535219109.

Who is the person authorized to receive notices for this filing?

Sven-Olof Lindblad, c/o Lindblad Expeditions Holdings, Inc., 96 Morton Street, 9th Floor, New York, New York 10014 is authorized to receive notices.

What was the former company name associated with Lindblad Expeditions Holdings, Inc.?

The former company name was Capitol Acquisition Corp. II, with a date of name change on February 8, 2011.

What is the primary business address of Lindblad Expeditions Holdings, Inc.?

The primary business address is 96 Morton Street, 9th Floor, New York, NY 10014.

Filing Stats: 1,609 words · 6 min read · ~5 pages · Grade level 12.3 · Accepted 2024-08-27 16:51:54

Key Financial Figures

Filing Documents

Security and Issuer

Item 1. Security and Issuer. The class of equity securities to which this Amendment No. 6 to Schedule 13D (the "Schedule 13D") relates is the common stock, par value $0.0001 per share ("Common Stock"), of Lindblad Expeditions Holdings, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 96 Morton Street, 9 th Floor, New York, New York 10014.

Identity and Background

Item 2. Identity and Background. (a) Name : This statement is being filed by Sven-Olof Lindblad (the "Reporting Person"). (b) (c) Principal Occupation or Employment : The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer. (d) Criminal Proceedings : During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations. (e) Civil Proceedings : During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship : The Reporting Person is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3, as applicable.

Purpose of Transaction

Item 4. Purpose of Transaction. As previously reported, the Reporting Person received 14,125,827 shares of Common Stock upon consummation of the transactions described in that certain Agreement and Plan of Merger, dated as of March 9, 2015 (the "Merger Agreement"), by and among Capitol Acquisition Corp. II, a Delaware corporation ("Capitol"), Argo Expeditions, LLC ("LLC Sub"), a wholly-owned subsidiary of Capitol, Argo Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of LLC Sub, and Lindblad Expeditions, Inc., a New York corporation ("Lindblad"). A copy of the Merger Agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. As previously reported, the Reporting Person is also party to a Registration Rights Agreement in respect of the shares of Common Stock he received in the Mergers. Such rights include two demand registration rights and unlimited "piggy-back" registration rights. A copy of the Registration Rights Agreement is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. On January 10, 2017, the Reporting Person contributed 716,500 shares of Common Stock to the Issuer to fund the Lindblad Expeditions Holdings, Inc. 2016 CEO Share Allocation Plan, which was approved by the Issuer's stockholders on June 2, 2016, without any cost or charge, pursuant to a Contribution Agreement dated as of July 6, 2016, by and between the Issuer and Sven-Olof Lindblad. Copies of the Lindblad Expeditions Holdings, Inc. 2016 CEO Share Allocation Plan and the Contribution Agreement are filed as Exhibits 3 and 4, respectively, to this Schedule 13D and are incorporated herein by reference. From time to time, the Reporting Person has made and may continue to make, charitable donations of shares of Common Stock for no consideration. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a), (b), The information contained on the cover pages to this Schedule 13D and set forth in Item 4 hereof is hereby incorporated by reference into this Item 5, as applicable. (c) On August 21, 2024, the Reporting Person purchased 32,117 shares at a weighted average per share price of $7.9487. On July 21, 2024, the Reporting Person has 25,525 shares withheld for the payment of taxes by the Issuer upon the vesting of restricted stock at $10.64 per share. (d) None. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information contained on the cover pages to this Schedule 13D and set forth in Item 4 hereof is hereby incorporated by reference into this Item 6, as applicable.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit No. Description 1 Agreement and Plan of Merger, dated as March 9, 2015, by and among the Issuer, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc. (incorporated by reference from Exhibit 1 to the Schedule 13D filed on July 9, 2015) 2 Registration Rights Agreement dated as of July 8, 2015 by and among the Issuer, the Reporting Person and the Investors signatory thereto (incorporated by reference from Exhibit 3 to the Schedule 13D filed on July 9, 2015) 3 Contribution Agreement, dated as of July 6, 2016, by and among Sven-Olof Lindblad and Lindblad Expeditions Holdings, Inc. (incorporated by reference from Exhibit 10.1 to the Issuer's Form 10-Q filed on August 8, 2016) 4 Lindblad Expeditions Holdings, Inc. 2016 CEO Share Allocation Plan (incorporated by reference from Annex A to the Issuer's Definitive Proxy Statement filed on April 15, 2016) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 26, 2024 /s/ Sven-Olof Lindblad Sven-Olof Lindblad

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