[Form 4] Curbline Properties Corp. Insider Trading Activity

Rhea-AI Filing Summary

Streamline Health Solutions, Inc. (Nasdaq: STRM) has filed a preliminary Schedule 14A seeking stockholder approval for its $5.34-per-share all-cash merger with Mist Holding Co., the parent of MDaudit. At closing, Merger Sub will merge into Streamline, which will become a wholly-owned subsidiary of MDaudit and cease to be publicly traded.

Key economic terms

• Cash consideration of $5.34 per share, representing a 138 % premium to the 5/28/25 close and 117 % to the 30-day VWAP.
• No financing contingency; Parent states it has sufficient cash on hand to fund the deal and related costs.
• Options and warrants with exercise prices below $5.34 will be cashed-out; all currently outstanding options and warrants are “out-of-the-money” and will be cancelled for no consideration.
• Termination fee payable by Streamline to Parent is $950 K; no reverse termination fee disclosed.

Governance & process

• The Streamline Board unanimously approved the merger, deemed it fair, and recommends voting “FOR” all proposals.
• Cain Brothers rendered a fairness opinion to the Board on 5/28/25.
• Certain directors and officers entered into Voting & Support Agreements, committing their shares to support the transaction (exact percentage not yet specified).
• Completion requires the affirmative vote of at least 66 2/3 % of outstanding shares. Failure to vote counts as an “AGAINST.”

Timeline & conditions

• Special Meeting will be held virtually on a date to be set; record date also to be set.
• Expected closing is Q3 2025, subject to stockholder approval and customary conditions (no financing or regulatory conditions highlighted).
• Outside date for termination is 12/31/25.

Post-closing the STRM shares will be delisted from Nasdaq and deregistered under the Exchange Act. Stockholders who properly perfect appraisal rights under Delaware law may seek a court-determined “fair value” instead of the $5.34 cash payment.

Positive

• 138 % cash premium to the unaffected share price provides immediate, above-market value to shareholders.
• No financing contingency; Parent has sufficient cash on hand, boosting deal certainty.
• Board unanimously supports the merger and obtained an independent fairness opinion.
• Modest $950 K termination fee preserves the possibility of a superior proposal.
• Support Agreements with certain insiders align management interests with transaction completion.

Negative

• Super-majority vote (66 2/3 %) creates meaningful closing risk; abstentions count as ‘AGAINST.’
• No-solicitation covenant restricts Streamline from actively seeking higher bids.
• Failure to vote by retail shareholders could derail the deal despite board backing.
• Options and warrants are out-of-the-money and will be cancelled, potentially dissatisfying some holders.
• Termination outside date of 12/31/25 could push closing into 2026 if delays occur.

Insights

M&A Specialist

TL;DR Cash deal offers 138 % premium, no financing risk; high approval threshold is main hurdle.

From an M&A standpoint this transaction is straight‐forward and highly favorable to public holders. The $5.34 price implies an enterprise value well above Streamline’s unaffected market capitalization and is entirely in cash, eliminating execution risk tied to equity valuations. Importantly, Parent has certified adequate funds, so there is no financing condition or reverse termination fee. The termination fee of $950 K (≈1 % of equity value) is modest and unlikely to deter a superior bid should one emerge. Support Agreements from insiders further de-risk closing, though the exact ownership percentage remains undisclosed. Overall, the proposal delivers immediate, certain value and aligns with best-practice processes (fairness opinion, fiduciary out clauses). Key watch-item is the super-majority vote requirement: non-voting shares count as ‘AGAINST,’ making solicitation critical.

Portfolio Manager

TL;DR Premium attractive but super-majority vote, modest break-fee and board lock-up temper certainty.

For portfolio holders, the 138 % premium crystallizes considerable upside versus pre-deal prices. However, approval demands 66 2/3 % of all shares outstanding, not just those present, raising the possibility of failure if retail investors are apathetic. The board’s no-solicitation covenant plus low break-fee could still allow topping offers, yet timing is tight under the 12/31/25 outside date. Delisting eliminates future upside participation in Streamline’s turnaround but guarantees liquidity now. Risk-reward skews positive, but I would monitor vote tallies closely and maintain a modest discount to the $5.34 consideration when pricing the shares until proxy results firm up.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fennerty Conor

(Last) (First) (Middle)

320 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Curbline Properties Corp. [ CURB ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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	06/27/2025		S		28,000	D	$22.806(1)	176,560	D

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

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.625 to $22.96. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares sold at each separate price within this range

	/s/ Jennifer Daubenspeck, Attorney-In-Fact	06/30/2025
	** 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.

FAQ

What premium does the $5.34 offer represent for STRM shareholders?

The cash price equals a 138 % premium to the 5/28/25 close and 117 % over the 30-day VWAP.

What vote is required for Streamline (STRM) to approve the merger?

At least 66 2/3 % of all outstanding common shares must vote "FOR" the Merger Proposal.

Is the transaction subject to financing or regulatory conditions?

Parent affirmed it has sufficient cash; the merger carries no financing condition. Only customary legal injunction conditions apply.

When is the Streamline merger expected to close?

Management targets Q3 2025, with an outside termination date of 12/31/25.

What happens to my STRM shares if the merger closes?

Each share converts into $5.34 cash; the stock will be delisted and deregistered.

Do shareholders have appraisal rights under Delaware law?

Yes. Holders who do not vote FOR the merger and follow Section 262 procedures may seek a court-determined fair value.