LADENBURG THALMANN FINANCIAL SERVICES INC.
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(Name of Issuer)
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Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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50575Q 10 2
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(CUSIP Number)
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Steven Rubin, Esq.
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4400 Biscayne Boulevard
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Miami, Florida 33137
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Telephone: (305) 575-6015
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
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November 4, 2011
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Phillip Frost, M.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,470,000(1)
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8
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SHARED VOTING POWER
64,852,130(2)
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9
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SOLE DISPOSITIVE POWER
3,470,000(1)
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10
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SHARED DISPOSITIVE POWER
64,852,130(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,322,130(1)(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Represents currently exercisable options to purchase common stock.
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(2)
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Includes 10,838,699 shares of common stock held by Frost Gamma Investments Trust and 43,013,431 shares of common stock and warrants to purchase 11,000,000 shares of common stock held by Frost Nevada Investments Trust.
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Frost Nevada Investments Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
54,013,431 (1)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
54,013,431 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,013,431 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Includes warrants to purchase 11,000,000 shares of common stock.
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Frost Gamma Investments Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
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8
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SHARED VOTING POWER
10,838,699 shares
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||
9
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SOLE DISPOSITIVE POWER
-0-
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||
10
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SHARED DISPOSITIVE POWER
10,838,699 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,838,699 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Name
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Shares of
Common Stock
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Sole or Shared
Voting
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Sole or Shared Dispositive
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% of Total
Outstanding(1)
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Phillip Frost, M.D.
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3,470,000 | (2) |
Sole
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Sole
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1.9 | % | ||||||
64,852,130 | (3)(4) |
Shared(4)
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Shared(4)
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33.8 | % | |||||||
Total:
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68,322,130 | (3)(4) | 34.6 | % | ||||||||
Frost Gamma Investments Trust
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10,838,699 |
Shared(4)
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Shared(4)
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5.9 | % | |||||||
Frost Nevada Investments Trust
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54,013,431 | (5) |
Shared(4)
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Shared(4)
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27.8 | % |
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(1)
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Percentages based on 182,996,965 shares of Common Stock outstanding as of November 1, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Commission on November 9, 2011, plus those shares of Common Stock deemed outstanding in accordance with Rule 13(d)-3(d)(1) under the Securities Exchange Act of 1934, as amended.
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(2)
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Consists of vested options to purchase 3,470,000 shares of Common Stock.
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(3)
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Includes 10,838,699 shares of Common Stock held by the Gamma Trust and 43,013,431 shares of Common Stock and warrants to purchase 11,000,000 shares of Common Stock held by the Nevada Trust.
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(4)
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Dr. Frost is the sole trustee of the Gamma Trust and may be deemed to share beneficial ownership of the securities held by the Gamma Trust with the Gamma Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Frost is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership of the securities held by the Nevada Trust with the Nevada Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of the Nevada Trust. Dr. Frost is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada Limited Partnership.
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(5)
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Includes warrants to purchase 11,000,000 shares of Common Stock.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Exhibit No.
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Description
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99.1
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Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the Commission on November 9, 2011 (the “November 8-K”)).
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99.2
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Loan Agreement, dated November 4, 2011, by and among Ladenburg Thalmann Financial Services Inc. and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the November 8-K).
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99.3
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Form of Promissory Note (incorporated herein by reference to Exhibit 10.2 to the November 8-K).
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99.4
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Joint Filing Agreement (incorporated herein by reference to Exhibit 1 to Amendment No. 2 to Schedule 13D filed by the Reporting Persons on April 12, 2004)
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/s/ Phillip Frost | |
Phillip Frost, M.D. |
FROST NEVADA INVESTMENTS TRUST | |||
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/s/ Phillip Frost | |
Phillip Frost, M.D., Trustee
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FROST GAMMA INVESTMENTS TRUST
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/s/ Phillip Frost | |
Phillip Frost, M.D., Trustee
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