Lumexa Imaging Holdings (LMRI) director details Common Unit-based stake
Rhea-AI Filing Summary
Lumexa Imaging Holdings, Inc. director filed an initial ownership report detailing derivative interests tied to the company’s common stock. The filing shows rights to receive 64,379 shares of common stock through Common Units of Lumexa Imaging Equity Holdco, LLC held directly, and an additional 91,256 shares indirectly through Charlotte Radiology Investors, LLC. Each nine Common Units correspond to one share of Lumexa Imaging’s common stock held by the LLC. After the IPO, Lumexa Imaging Equity Holdco, LLC may distribute its common shares to equity holders on a pro rata basis, but not before a 180-day lock-up period expires, and the director’s reported interests relate to shares that could be received in such a distribution.
Positive
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
Footnotes (1)
- Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Person. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Person is entitled to receive in connection with a Distribution in exchange for their Common Units. Represents Common Units of Holdings LLC held by Charlotte Radiology Investors, LLC. Each nine Common Units represent the right to acquire one share of the Common Stock held by Holdings LLC. The shares of Common Stock reported on this row represent the Reporting Person's indirect pro-rata interest in the shares of Common Stock held by Charlotte Radiology Investors, LLC which will be received by Charlotte Radiology Investors, LLC in connection with a Distribution in exchange for the Common Units. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Charlotte Radiology Investors, LLC.
FAQ
What does Lumexa Imaging Holdings, Inc. (LMRI) disclose in this Form 3?
The filing reports a director’s initial beneficial ownership of derivative securities that can convert into shares of Lumexa Imaging Holdings, Inc. common stock through Common Units of Lumexa Imaging Equity Holdco, LLC.
When can the Common Units convert into Lumexa Imaging common stock?
After the closing of the IPO, Lumexa Imaging Equity Holdco, LLC may distribute some or all of the common stock it holds to equity holders on a pro rata basis, but not earlier than the expiration of a 180-day lock-up period.
What are the Rollover Incentive Units mentioned for Lumexa Imaging (LMRI)?
The director also holds Rollover Incentive Units in Lumexa Imaging Equity Holdco, LLC. These may be settled in shares of common stock issued as replacement awards under the 2025 Equity and Incentive Plan, with the number of shares based on unit value at the time of a distribution and any applicable thresholds.
Why arent the Rollover Incentive Units reported as derivative securities?
The conversion ratio of the Rollover Incentive Units into common stock was not fixed as of the filing date. As a result, they do not meet the definition of derivative securities under Rule 16a-1(c) and are excluded from this ownership report.
Why was this Lumexa Imaging (LMRI) ownership report filed late?
The filing notes it was submitted late due to unanticipated delays in obtaining the directors EDGAR codes, which were attributed to a high volume of applications.