TURN Form 4: 18,705 Shares Exchanged in Merger at 0.56666201 Ratio

180 Degree Capital Corp. insider reported a disposition tied to a merger.

Rhea-AI Filing Summary

180 Degree Capital Corp. insider reported a disposition tied to a merger. The filer, Brandom Stacy, reported on 09/12/2025 a disposition of 18,705 shares of common stock of 180 Degree Capital Corp. (TURN) under a code S transaction. The disposition occurred in conjunction with an all-stock merger with Mount Logan Capital Inc., where shares of 180 Degree were exchanged for New Mount Logan common stock at a ratio of 0.56666201:1. The filing notes no open-market sales by the reporting person in connection with the merger. After consummation, the reporting person ceased to be a director of 180 Degree Capital.

Positive

• Merger closing documented: Shares were exchanged under an all-stock merger with Mount Logan Capital Inc. at a disclosed ratio of 0.56666201:1
• No open-market sale: The reporting person did not sell 180 Degree shares in the market; the change in reported ownership resulted from the merger exchange

Negative

• Director departure: The reporting person ceased to be a director of 180 Degree Capital upon consummation of the merger
• Reported reduction in beneficial ownership: Disposition of 18,705 shares was recorded (via the merger exchange), lowering the reporting person's stake in the issuer

Insights

M&A Specialist

TL;DR: The Form 4 documents a merger-related share exchange and director exit, a routine post-closing ownership adjustment.

The transaction is described as a disposition tied directly to the all-stock merger that converted 180 Degree Capital shares into New Mount Logan shares at the stated exchange ratio of 0.56666201:1. The reporting person did not sell shares in the market, indicating the change in reported beneficial ownership stems from the merger consideration rather than liquidity-driven disposals. For investors, this is a corporate-structure outcome of the merger, not a discretionary insider sale.

Corporate Governance Expert

TL;DR: Director ceased to hold board role after the merger; ownership decreased by the reported share quantity.

The filing confirms that upon closing, the reporting person ceased to be a director of 180 Degree Capital. The Form 4 quantifies the post-transaction beneficial ownership change as a reduction of 18,705 shares of 180 Degree Capital, resulting from the share-exchange mechanics of the merger. This is a material governance event for the issuer in the sense that a director position ended, and it should be reflected in subsequent governance disclosures.

Insider Trade Summary

Net Seller: 18,705 shares

Net Sell 1 txn

Insider Brandom Stacy

Role Insider

Sold 18,705 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Stock	18,705	$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 transaction is reported on the Form 4 for TURN?

The Form 4 reports a disposition on 09/12/2025 of 18,705 shares of 180 Degree Capital (TURN) tied to an all-stock merger with Mount Logan Capital Inc.

Was the reported change a market sale or merger exchange?

The filing states no sales of shares by the reporting person occurred; the change resulted from the all-stock merger exchange at the disclosed ratio.

What exchange ratio was used in the merger?

Shares of 180 Degree were exchanged for New Mount Logan common stock at a ratio of 0.56666201 shares of 180 Degree per 1 share of New Mount Logan.

Did the reporting person remain a director after the transaction?

No. The filing explicitly states the reporting person ceased to be a Director of 180 Degree Capital upon consummation of the merger.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Power of Attorney by Daniel B. Wolfe and dated 09/16/2025.

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Accepted by SEC EDGAR 09/16/2025 - 04:01 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^*

Brandom Stacy

(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)		18,705	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.
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