WhiteHawk Minerals (WHK) insider entity reshapes stake around IPO
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
WhiteHawk Minerals Corp.’s Form 4 shows an entity associated with Chief Operating Officer Michael J. Downs, PhiCap Advisors, LLC, reporting IPO-related security changes. PhiCap acquired 100 shares of Series D Preferred Stock from the company at $1,000 per share, then those preferred shares were later redeemed by the issuer for their $1,000 stated value plus $5,621.92 in accrued dividends and additional amounts to reach a defined Minimum Return. In the IPO reorganization, PhiCap also acquired 14,369 shares of Class A Common Stock. These holdings are reported as indirect, with Downs sharing voting and investment power and disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Downs Michael J
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series D Preferred Stock | 100 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 14,369 | $0.00 | -- |
| Grant/Award | Series D Preferred Stock | 100 | $0.00 | -- |
Holdings After Transaction:
Series D Preferred Stock — 0 shares (Indirect, By PhiCap Advisors, LLC);
Class A Common Stock — 14,369 shares (Indirect, By PhiCap Advisors, LLC)
Footnotes (1)
- This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share. Represents securities held by PhiCap Advisors, LLC ("PhiCap"). The Reporting Person may be deemed to share beneficial ownership of the shares attributable to PhiCap by virtue of his shared voting and investment power over the securities held by PhiCap. Mr. Downs disclaims beneficial ownership of the shares held by PhiCap except to the extent of his pecuniary interest therein. Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer. The Series D Preferred Stock was redeemed by the Issuer in connection with the consummation of its initial public offering, for an amount consisting of (i) the stated value of $1,000 per share and (ii) $5,621.92 of accrued dividends and additional amounts necessary such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock).
Key Figures
Series D Preferred acquired: 100 shares
Series D purchase price: $1,000 per share
Series D redemption base: $1,000 per share
+3 more
6 metrics
Series D Preferred acquired
100 shares
Acquisition by PhiCap Advisors from issuer
Series D purchase price
$1,000 per share
Acquisition of Series D Preferred Stock
Series D redemption base
$1,000 per share
Redemption amount per Series D share
Accrued dividends and extras
$5,621.92
Additional Series D redemption amounts
Class A Common acquired
14,369 shares
Reorganization in connection with IPO
Post-transaction Series D holding
0 shares
After issuer redemption of Series D Preferred
Key Terms
Series D Preferred Stock, Class A Common Stock, Rule 16a-2(a), Minimum Return, +1 more
5 terms
Series D Preferred Stock financial
"Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share."
Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.
Class A Common Stock financial
"Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Rule 16a-2(a) regulatory
"…and is reported herein pursuant to Rule 16a-2(a)."
Minimum Return financial
"…such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock)."
Certificate of Designations regulatory
"…Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock)."
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
FAQ
What insider activity did the WhiteHawk (WHK) Form 4 disclose?
The Form 4 reports an entity linked to WhiteHawk’s COO acquiring 100 Series D preferred shares and 14,369 Class A common shares, and the issuer later redeeming the preferred shares with accrued dividends as part of its IPO-related transactions.
What were the redemption terms for WhiteHawk (WHK) Series D Preferred Stock?
The Series D Preferred Stock was redeemed by WhiteHawk for its stated value of $1,000 per share plus $5,621.92 of accrued dividends and additional amounts, ensuring the holder received at least the Minimum Return defined in the Series D Certificate of Designations.
Did the reported WhiteHawk (WHK) transactions occur before or after the IPO?
One acquisition of Series D Preferred Stock occurred before WhiteHawk registered its equity class for the IPO and is reported under Rule 16a-2(a). The redemption and the Class A Common Stock acquisition occurred in connection with consummation and reorganization tied to the IPO.