180 Degree Capital (TURN) Form 4: Merger-Related Ownership Change

Rhea-AI Filing Summary

Robert E. Bigelow III, a reporting person for 180 Degree Capital Corp. (TURN), reported a disposition of 133,005 shares of the issuer's common stock on 09/12/2025. The Form 4 states the shares were exchanged in connection with an all-stock merger with Mount Logan Capital Inc., at an exchange ratio of 0.56666201 issuer shares for one New Mount Logan share. The filing notes no sales of the issuer's shares occurred as part of the merger and that the reporting person ceased to be a director and executive officer of 180 Degree Capital upon closing.

Insights

Securities Analyst

TL;DR: Insider ownership was reduced via a merger exchange; no open-market sale reported.

The Form 4 documents a non-market disposition of 133,005 shares on 09/12/2025 tied to an all-stock merger with Mount Logan Capital Inc. The exchange used a specific ratio of 0.56666201 issuer shares for each New Mount Logan share, indicating the reporting person received consideration through the merger structure rather than by selling into the market. The filing explicitly states no sales occurred and notes the reporting person stepped down as director and executive officer upon consummation. For investors tracking insider activity, this is a structural ownership change resulting from a corporate transaction, not voluntary market selling.

Corporate Governance Expert

TL;DR: Transaction reflects governance change after a merger; insider roles ended at closing.

The disclosure confirms the reporting person ceased serving as a director and executive officer of 180 Degree Capital when the merger closed. The disposition of 133,005 shares was effected through the merger exchange and the filer affirms no direct sales of issuer shares occurred in connection with the transaction. This Form 4 therefore records both a change in beneficial ownership and a change in officer/director status tied to the corporate combination.

Insider Trade Summary

Net Seller: 133,005 shares

Net Sell 1 txn

Insider Bigelow Robert E III

Role Insider

Sold 133,005 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Stock	133,005	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What did the Form 4 filed for TURN report?

The Form 4 reports a disposition of 133,005 shares on 09/12/2025 by Robert E. Bigelow III in connection with an all-stock merger.

Were any shares of TURN sold in the market according to the filing?

No. The filing expressly states no sales of issuer shares occurred in conjunction with the merger; the shares were exchanged under the merger terms.

What exchange ratio was used in the merger disclosed on the Form 4?

The merger exchange ratio was 0.56666201 issuer shares for one share of New Mount Logan common stock.

Did the reporting person’s role at TURN change after the transaction?

Yes. The filing states the reporting person ceased to be a director and executive officer of 180 Degree Capital upon consummation of the merger.

When was the Form 4 signed and filed?

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/16/2025 - 04:02 PM Learn about SEC filing dates

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

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^*

Bigelow Robert E III

(Last) (First) (Middle)

7 N. 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 Officer

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)		133,005	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 and Executive Officer 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.