[Form 4] 180 DEGREE CAPITAL CORP. /NY/ Insider Trading Activity

Rhea-AI Filing Summary

A reporting person, Alicia M. Gift, disposed of her direct holdings of 45,465 shares of 180 Degree Capital Corp. (TURN) on 09/12/2025 as part of an all-stock merger with Mount Logan Capital Inc. Under the merger, each TURN share was exchanged at a ratio of 0.56666201 TURN shares for one share of the surviving company, New Mount Logan. The Form 4 clarifies no open-market sales of TURN shares occurred in connection with the merger. Following the merger, the reporting person no longer owned shares of the issuer and ceased to be an officer of 180 Degree Capital.

Positive

• Disposition occurred via merger exchange rather than an open-market sale, indicating a corporate-transaction transfer of ownership
• Filing explicitly states no sales of TURN shares occurred in connection with the merger, clarifying the nature of the transfer

Negative

• Reporting person ceased to be an officer of 180 Degree Capital upon consummation of the merger
• Reported beneficial ownership of TURN after the transaction is 0 shares, reflecting elimination of prior direct holdings in the issuer

Insights

M&A Specialist

TL;DR: Insider share disposition resulted from a statutory all-stock merger exchange, not an open-market sale.

The Form 4 documents a transfer of 45,465 TURN shares through the merger with Mount Logan Capital Inc., using a stated exchange ratio of 0.56666201 TURN per New Mount Logan share. This is a routine corporate-action-driven change in beneficial ownership rather than a liquidity-driven sale. For investors, the key point is that the position in the pre-merger issuer was converted under the merger terms and no cash disposition of TURN shares was reported.

Corporate Governance Expert

TL;DR: Reporting person ceased officer status upon merger; transaction reflects corporate restructuring, not insider trading.

The filing notes that upon consummation of the merger the reporting person ceased to be an officer of 180 Degree Capital. That change in role is material to governance disclosures because it ends Section 16 officer reporting obligations for the issuer. The Form 4 shows the ownership of TURN following the transaction as zero, consistent with a full exchange of issuer shares into the surviving company.

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

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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^*

Gift Alicia M

(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 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)		45,465	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 an Officer of 180 Degree Capital.

	/s/ Daniel B. Wolfe by Power of Attorney	09/14/2025
	** 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 did Alicia M. Gift report on the Form 4 for TURN?

The Form 4 reports a disposition of 45,465 TURN shares on 09/12/2025 executed via the all-stock merger with Mount Logan Capital Inc.

Was the disposition a market sale or part of a merger for TURN?

The disposition was part of an all-stock merger; the filing states no open-market sales of TURN shares occurred in connection with the merger.

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

The merger exchange ratio was 0.56666201 TURN shares per one New Mount Logan share as stated in the filing.

Does Alicia M. Gift still serve as an officer of 180 Degree Capital after the merger?

No. The filing states the reporting person ceased to be an officer of 180 Degree Capital upon consummation of the merger.

How many TURN shares did the reporting person own after the reported transaction?

The Form 4 shows 0 shares of TURN beneficially owned by the reporting person following the reported transaction.