Kevin Rendino Exits 180 Degree Capital; Shares Exchanged in Merger

Rhea-AI Filing Summary

Kevin Rendino, a former director and CEO of 180 Degree Capital Corp. (TURN), reported the disposition of 789,299 common shares on 09/12/2025. The Form 4 shows the shares were disposed in connection with an all-stock merger with Mount Logan Capital Inc., where Issuer shares were exchanged for New Mount Logan common stock at a ratio of 0.56666201 Issuer shares for 1 New Mount Logan share. The filing states no open-market sale of Issuer shares occurred in the transaction. Upon closing of the merger the reporting person ceased to be a director and executive officer of 180 Degree Capital.

Insights

Corporate Governance Expert

TL;DR: Insider ceased officer and director roles after a material ownership change tied to an all-stock merger.

The Form 4 documents a significant change in insider status and ownership: 789,299 Issuer shares were exchanged in the Merger rather than sold. For governance, the departure of a former CEO/director is material because it removes an experienced insider from the company governance structure and signals a change in control context tied to the corporate combination. The filing is clear about the exchange ratio and that no sale occurred, which limits concerns about market dumping but confirms a sizable ownership reduction in the Issuer post-merger.

Securities Analyst

TL;DR: Transaction reflects corporate reorganization through merger, not open-market liquidity event.

The disposition recorded on 09/12/2025 is described as resulting from the all-stock merger with Mount Logan Capital Inc., using a fixed exchange ratio of 0.56666201. The Form 4 indicates the Reporting Person did not sell Issuer shares on the market; instead ownership converted into equity of the surviving entity. This is a routine reporting of ownership change tied to a corporate transaction and provides concrete mechanics (share count and exchange ratio) for assessing post-merger capitalization and insider holdings.

Insider Trade Summary

Net Seller: 789,299 shares

Net Sell 1 txn

Insider Rendino Kevin

Role Insider

Sold 789,299 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Stock	789,299	$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 Kevin Rendino report on the TURN Form 4?

The Form 4 reports a disposition of 789,299 common shares on 09/12/2025 in connection with an all-stock merger.

Was the 789,299-share disposition a public market sale?

No. The filing states no sales of Issuer shares occurred; the shares were exchanged under the merger terms for New Mount Logan shares.

What exchange ratio applied to the merger reported on the Form 4?

Shares of the Issuer were exchanged at a ratio of 0.56666201 Issuer shares for 1 New Mount Logan share.

Did the reporting person retain any officer or director roles after the merger?

No. 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 Form 4 shows execution by Power of Attorney on 09/16/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/16/2025 - 04:03 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
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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^*

Rendino Kevin

(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 and CEO

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)		789,299	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.