180 Degree Capital (TURN) Insider Disposes 30,575 Shares via Merger

Rhea-AI Filing Summary

Richard P. Shanley reported a disposition of 30,575 shares of 180 Degree Capital Corp. (TURN) on 09/12/2025 related to an all‑stock merger with Mount Logan Capital Inc.

The filing states the issuer's shares were exchanged in the merger for shares of the surviving company, New Mount Logan, at a ratio of 0.56666201 shares of the issuer for one share of New Mount Logan. The reported disposition leaves the reporting person with 0 shares of the issuer, and the filer notes that no sales of the issuer's shares occurred in connection with the merger. Upon closing, the reporting person ceased to be a director of 180 Degree Capital.

Positive

• Merger consummation completed with a specified exchange ratio of 0.56666201, clarifying conversion terms for holders
• No open‑market sale — the filing states the shares were exchanged in the merger rather than sold

Negative

• Reporting person reduced holdings to 0 shares of 180 Degree Capital following the transaction
• Director departure: the reporting person ceased to be a director of 180 Degree Capital upon the merger

Insights

Securities Analyst

TL;DR: Insider ownership in TURN went to zero after an all‑stock merger; the director exchanged 30,575 shares for New Mount Logan stock.

The Form 4 documents a disposition of 30,575 common shares on 09/12/2025 tied to the all‑stock merger with Mount Logan Capital Inc. The filing clarifies this was an exchange rather than an open‑market sale and specifies the exchange ratio of 0.56666201 issuer shares per New Mount Logan share. For investors tracking insider holdings, the material change is that Richard Shanley no longer holds TURN shares and is no longer a director, which removes a layer of insider alignment with TURN equity going forward.

Corporate Governance Expert

TL;DR: Governance change: a director ceased to hold TURN stock and left the board following the merger.

The Form 4 indicates a governance transition concurrent with the merger: the reporting person disposed of all issuer shares by conversion into New Mount Logan stock and ceased to be a director upon consummation. This is a routine outcome of an all‑stock combination, but it is a discrete governance event investors may note when assessing board continuity and insider incentives post‑merger.

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

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X

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

1. Name and Address of Reporting Person^*

Shanley Richard P

(Last) (First) (Middle)

7 NORTH WILLOW STREET

SUITE 4B

(Street)

MONTCLAIR NJ 07042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
180 DEGREE CAPITAL CORP. /NY/ [ TURN ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former Director

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		S(1)		30,575	D	(1)	0	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. Disposition of shares in conjunction with the all-stock merger of the Issuer with Mount Logan Capital Inc. (the "Merger") whereby all shares of the Issuer owned at the time of the Merger were exchanged for shares of the surviving company ("New Mount Logan") at a ratio of 0.56666201 shares of the Issuer for one share of common stock, par value $0.001, of New Mount Logan. No sales of shares of the Issuer owned by the Reporting Person occurred in conjunction with the Merger.

Remarks:

Upon the consummation of the Merger, the Reporting Person ceased to be a Director of 180 Degree Capital.

	/s/ Daniel B. Wolfe by Power of Attorney	09/16/2025
	** 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 happened to Richard P. Shanley’s TURN shares?

The Form 4 reports a disposition of 30,575 TURN shares on 09/12/2025 as part of the all‑stock merger with Mount Logan Capital Inc., leaving him with 0 shares.

Was the disposition a sale or an exchange in the TURN Form 4?

The filing states the shares were exchanged in connection with the merger and explicitly notes no sales of the issuer's shares occurred in conjunction with the Merger.

What exchange ratio was used for the merger affecting TURN holders?

Holders of TURN shares received New Mount Logan stock at a ratio of 0.56666201 shares of the issuer per one share of New Mount Logan.

Did the reporting person retain a board role at 180 Degree Capital after the merger?

No. The Form 4 states that upon consummation of the Merger, the reporting person ceased to be a director of 180 Degree Capital.

When was the Form 4 filed and who signed it?

The signature block shows the form was executed on 09/16/2025 by /s/ Daniel B. Wolfe by Power of Attorney.