Standard Nuclear, Inc. (STDN) chair discloses direct and trust share stakes
Rhea-AI Filing Summary
Standard Nuclear, Inc. director and Chairman of the Board Hendrix Thomas Edward filed an initial statement of beneficial ownership. He reports direct ownership of 5,754,000 shares of Class B Common Stock, each convertible into one share of Class A common stock.
He also has an indirect beneficial interest in securities held by Standard Nuclear Trust, including Class A common stock and convertible preferred shares representing 20,308 and 50,000 underlying Class A shares. A voting agreement gives him sole voting and dispositive control over the trust holdings. The preferred shares automatically convert one-for-one into Class A common stock at the IPO, and certain trust-held Class A shares will be exchanged one-for-one into Class B common stock when the amended charter tied to the IPO becomes effective. No open-market purchases or sales are reported; the entries describe existing holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Hendrix Thomas Edward
Role
Chairman of the Board
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Common Stock F3 | -- | -- | -- |
| holding | Convertible preferred stock F4, F1, F2 | -- | -- | -- |
| holding | Convertible preferred stock F5, F1, F2 | -- | -- | -- |
| holding | Class A common stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 5,754,000 shares (Direct);
Convertible preferred stock — 70,308 shares (Indirect, Held by Standard Nuclear Trust);
Class A common stock — 5,754,000 shares (Indirect, Held by Standard Nuclear Trust)
Footnotes (5)
- F1. Pursuant to an Exchange Agreement entered into between the Issuer and the trust, all 5,824,308 shares of Class A Common Stock to be held by the trust after giving effect to the Preferred Conversion will be exchanged for an equivalent number of newly issued shares of Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's Sixth Amended and Restated Certificate of Incorporation to be filed in connection with the completion of the Issuer's initial public offering (the "IPO") of its Class A Common Stock.
- F2. Andrew Price is the trustee of the trust and may be replaced at the discretion of the Reporting Person. Pursuant to a voting agreement entered into with the trust, the Reporting Person has sole voting and dispositive control over such securities. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust.
- F3. Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Fifth Amended and Restated Certificate of Incorporation.
- F4. Pursuant to the Issuer's Fifth Amended and Restated Certificate of Incorporation, each share of Series Seed-1 Preferred Stock ("Series Seed-1 Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the IPO, each share of Series Seed-1 Preferred Stock shall automatically convert into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.
- F5. Pursuant to the Issuer's Fifth Amended and Restated Certificate of Incorporation, each share of Series Seed Preferred Stock ("Series Seed Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the IPO, each share of Series Seed Preferred Stock shall automatically convert into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date
Key Figures
Direct Class B Common Stock: 5754000.0000 shares
Indirect Class A common via trust: 5754000.0000 shares
Series Seed Preferred underlying Class A: 20308.0000 shares
+3 more
6 metrics
Direct Class B Common Stock
5754000.0000 shares
Class B Common Stock held directly, each convertible into one Class A share
Indirect Class A common via trust
5754000.0000 shares
Class A common stock held indirectly through Standard Nuclear Trust
Series Seed Preferred underlying Class A
20308.0000 shares
Underlying Class A shares from convertible Series Seed Preferred Stock held indirectly
Series Seed-1 Preferred underlying Class A
50000.0000 shares
Underlying Class A shares from convertible Series Seed-1 Preferred Stock held indirectly
Preferred stock conversion ratio
1-for-1
Each Series Seed and Series Seed-1 Preferred share converts into one Class A share at IPO
Class B conversion ratio
1-for-1
Each Class B Common Stock share is convertible into one Class A share
Key Terms
Exchange Agreement, Class B Common Stock, Series Seed-1 Preferred Stock, Sixth Amended and Restated Certificate of Incorporation, +1 more
5 terms
Exchange Agreement financial
"Pursuant to an Exchange Agreement entered into between the Issuer and the trust"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Class B Common Stock financial
"Each outstanding share of Class B Common Stock is convertible into one share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Series Seed-1 Preferred Stock financial
"each share of Series Seed-1 Preferred Stock may be converted, at the option of the holder"
Sixth Amended and Restated Certificate of Incorporation regulatory
"upon the effectiveness of the Issuer's Sixth Amended and Restated Certificate of Incorporation"
voting and dispositive control financial
"a voting agreement entered into with the trust, the Reporting Person has sole voting and dispositive control"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How are Standard Nuclear Trust holdings treated for Hendrix Thomas Edward (STDN)?
Andrew Price is trustee of the trust, but Hendrix Thomas Edward can replace him and holds sole voting and dispositive control under a voting agreement. Because of this relationship, he is deemed to have an indirect beneficial interest in the securities held by the trust.
What are the conversion rights of Standard Nuclear’s Class B Common Stock (STDN)?
Each outstanding share of Class B Common Stock is convertible into one share of Class A common stock. Conversion may occur at the reporting person’s option, automatically upon most transfers, or upon specified events described in the Fifth Amended and Restated Certificate of Incorporation.
How do the Series Seed and Series Seed-1 Preferred Stock convert at IPO for Standard Nuclear (STDN)?
Each share of Series Seed and Series Seed-1 Preferred Stock may be converted into Class A common stock at any time. In connection with completion of the IPO, each preferred share automatically converts into one Class A share, and these securities have no expiration date.
Did the Standard Nuclear (STDN) Form 3 disclose any insider stock purchases or sales?
No open-market purchases or sales were disclosed. The report lists existing holdings of common and convertible preferred shares, with transaction codes blank and directions marked unknown, reflecting an initial statement of beneficial ownership rather than new trading activity.