Heritage Group cashless warrant exercise in Calumet
Heritage Group, a 10% owner of Calumet, Inc., reported a cashless exercise of warrants to purchase 1,020,000 shares of common stock at $20.00 per share.
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Form Type
4
Rhea-AI Filing Summary
Heritage Group, a 10% owner of Calumet, Inc., reported a cashless exercise of warrants to purchase 1,020,000 shares of common stock at $20.00 per share. The issuer withheld 626,998 shares to pay the exercise price and issued the remaining 393,002 shares of common stock to the reporting person.
After these transactions, the filing shows 13,607,209 shares of common stock held directly, plus 1,200,000 shares owned by The Heritage Group Investment Company, LLC and 882,974 shares held by Calumet, Incorporated, both attributed as indirect holdings with beneficial ownership disclaimed except for any pecuniary interest.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
5 txns
Insider
Heritage Group
Role
10% Owner
Sold
626,998 shs ($20.40M)
Approx. gross sale proceeds
$20.40M
Approx. exercise cost
$20.40M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Warrants to purchase Common Stock | 1,020,000 | $0.00 | $0.00 |
| In-the-Money Exercise | Common Stock, par value $0.01 per share | 1,020,000 | $20.00 | $20.40M |
| Sale | Common Stock, par value $0.01 per share | 626,998 | $32.536 | $20.40M |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Warrants to purchase Common Stock — 0 contracts (Direct);
Common Stock, par value $0.01 per share — 12,980,211 shares (Direct);
Common Stock, par value $0.01 per share — 2,082,974 shares (Indirect, See Footnote)
Footnotes (3)
- F1. The reported transactions represent the cashless exercise and net settlement of warrants received in connection with the previously reported conversion of the Issuer to a corporation (resulting in the Issuer withholding 626,998 shares of Common Stock, par value $0.01 per share ("Common Stock") to pay the exercise price and issuing to the reporting person the remaining 393,002 shares of Common Stock).
- F2. The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company ("Investment LLC"), for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Investment LLC, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
- F3. The reported securities are directly held by Calumet, Incorporated, an Indiana corporation. The reporting person is an indirect shareholder of Calumet, Incorporated through Asphalt Materials, Inc. ("AMI"), an entity controlled by the reporting person, and the reported amount has been adjusted in connection with the issuance by AMI of interests to certain management team members affiliated with the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
Key Figures
Warrants exercised: 1,020,000 shares
Exercise price: $20.00 per share
Shares withheld: 626,998 shares
+5 more
8 metrics
Warrants exercised
1,020,000 shares
Common stock via cashless exercise
Exercise price
$20.00 per share
Warrants to purchase common stock
Shares withheld
626,998 shares
Withheld to pay warrant exercise price
Net shares issued
393,002 shares
Common stock issued after cashless exercise
Direct holdings after transaction
13,607,209 shares
Common stock held directly following transactions
Indirect Investment LLC holdings
1,200,000 shares
Owned by The Heritage Group Investment Company, LLC
Indirect Calumet, Incorporated holdings
882,974 shares
Common stock held by Calumet, Incorporated
Warrants remaining
0
Derivative position after full exercise
Key Terms
cashless exercise, net settlement, warrants, beneficial ownership, +2 more
6 terms
cashless exercise financial
"The reported transactions represent the cashless exercise and net settlement of warrants"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
net settlement financial
"represent the cashless exercise and net settlement of warrants received"
warrants financial
"cashless exercise and net settlement of warrants received in connection with the previously reported conversion"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the Common Stock owned by Investment LLC"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of any pecuniary interest therein"
grantor trusts financial
"wholly owned by the twenty-eight grantor trusts that are the sole general partners"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Heritage Group report in CLMT on this Form 4?
Heritage Group reported a cashless exercise of warrants for 1,020,000 Calumet common shares at $20.00 per share. The issuer withheld 626,998 shares to cover the exercise price and issued 393,002 shares of common stock to the reporting person.
What are Heritage Group’s direct Calumet (CLMT) holdings after the reported transactions?
After the reported warrant exercise and share withholding, direct holdings are shown as 13,607,209 Calumet common shares. This figure reflects the net result of the exercised warrants and withheld shares disclosed in the Form 4 filing for the reporting person.
Were the exercised Calumet (CLMT) warrants still outstanding after this Form 4?
No, the filing shows zero warrants remaining after exercising 1,020,000 warrants into common stock. The derivative position in those warrants was fully settled, with all such warrants exercised and the corresponding common shares either issued or withheld.
What was the exercise price of the Calumet (CLMT) warrants in this transaction?
The warrants were exercised at an exercise price of $20.00 per share. This price, combined with the cashless structure, resulted in part of the underlying 1,020,000 shares being withheld and the balance of 393,002 shares issued as common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
