Form 144 LINDBLAD EXPEDITIONS Filed by: EIN MARK
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Filer Information
| Filer CIK | 0001246840 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE TEST |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| Name of Issuer | LINDBLAD EXPEDITIONS HOLDINGS, INC. |
| SEC File Number | 001-35898 |
| Address of Issuer | 11 W 42ND STREET SUITE 22 B3 NEW YORK NEW YORK 10036 |
| Phone | 212-261-9000 |
| Name of Person for Whose Account the Securities are To Be Sold | EIN MARK |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Director |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common stock, par value $0.0001 per share | Citigroup Global Markets Inc. 388 Greenwich St. New York NY 10013 | 1000000 | 21100000.00 | 65571318 | 05/08/2026 | Nasdaq |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.0001 per share | 07/08/2015 | Purchase from Issuer | Lindblad Expeditions Holdings, Inc. | 3456416 | 07/08/2015 | See (2) under Remarks below |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |
144: Remarks and Signature
| Remarks | (1) In accordance with the procedures described in the Commission's interpretive letter to Goldman, Sachs & Co. dated December 20, 1999 and the Commission's interpretive letter to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc., dated December 1, 2011, the shares noted in Section 3(c) are subject to variable pre-paid forward sale contracts between Leland Investments, Inc. and Citibank, N.A., an affiliate of the broker named in Section 3(b), secured by 1,000,000 shares of common stock of the Issuer. The number of shares (or at Leland's option, the cash equivalent) Leland will deliver to Citibank under the sale contract will be determined based on the price per share at settlement relative to an agreed floor price and cap price.
(2) On July 8, 2015, Capital Acquisition Management 2 LLC acquired 3,456,416 shares of common stock from the Issuer. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member
of Capitol Acquisition Management 2 LLC.
|
| Date of Notice | 05/08/2026 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | Mark Ein |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |