Sec Form 4 Filing - FELENSTEIN CRAIG @ LINDBLAD EXPEDITIONS HOLDINGS, INC. - 2018-09-06

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FELENSTEIN CRAIG
2. Issuer Name and Ticker or Trading Symbol
LINDBLAD EXPEDITIONS HOLDINGS, INC. [ LIND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
96 MORTON STREET 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2018
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/06/2018 F( 1 ) 3,500 D $ 14.9 37,754 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 19,474 19,474 D
Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock 7,440 14,881 D
Stock Options (Right to Buy) $ 9.47 ( 5 ) ( 5 ) ( 5 ) Common Stock 200,000 200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FELENSTEIN CRAIG
96 MORTON STREET 9TH FLOOR
NEW YORK, NY10014
Chief Financial Officer
Signatures
/s/ John J. Wolfel, Attorney-in-Fact for Craig Felenstein 09/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld by Company to satisfy tax liability as a result of the vesting of restricted stock.
( 2 )Upon vesting, each restricted stock unit represents the right to receive one share of common stock or an equivalent amount of cash.
( 3 )The restricted stock units vest in three equal annual installments beginning March 30, 2019, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date.
( 4 )The restricted stock units vest in three equal annual installments beginning April 3, 2018, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date.
( 5 )The options vest annually pro rata over a four-year period.

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).

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