Sec Form 4 Filing - Good John A @ Jernigan Capital, Inc. - 2020-02-20

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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
OMB Number: 3235-0287
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1. Name and Address of Reporting Person *
Good John A
2. Issuer Name and Ticker or Trading Symbol
Jernigan Capital, Inc. [ JCAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (MM/DD/YY)
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
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 02/20/2020 A 16,201 ( 1 ) A $ 0 299,247 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
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
OC Units ( 2 ) 02/20/2020 P 179,487 ( 2 ) 02/20/2021( 4 ) ( 4 ) Common Stock 179,487 $ 0 ( 3 ) ( 4 ) 179,487 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Good John A
X Chief Executive Officer
/s/ Scott Lesmes, as Attorney-in-Fact for John A. Good 02/24/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Good received a grant of 16,201 restricted shares of common stock under the Jernigan Capital Inc.'s (the "Issuer") Second Amended and Restated 2015 Equity Incentive Plan. Twenty-five percent (25%) of the shares will vest on each of the first four anniversaries of the grant date.
( 2 )Received in connection with the closing of transactions contemplated by the previously disclosed Asset Purchase Agreement (the "Purchase Agreement"), dated as of December 16, 2019, by and among the Company, Jernigan Capital Operating Company, LLC (the "Operating Company"), JCap Advisors, LLC, Dean Jernigan, John A. Good and Jonathan L. Perry. Upon the closing of the transactions contemplated by the Purchase Agreement, the membership interests that were then outstanding were converted into the right to receive shares of the Issuer's common stock.
( 3 )As of the date immediately prior to the closing of the transactions contemplated by the Purchase Agreement, the last reported sales price of the Issuer's common stock on the New York Stock Exchange was $20.06 per share.
( 4 )Represents units of limited liability company interest ("OC Units") in the Operating Partnership. Beginning on the one-year anniversary of the date of issuance, each OC Unit is redeemable for cash or, at the Issuer's option, exchanged for shares of the Issuer's common stock on a one-for-one basis in lieu of cash. The OC Units have no expiration 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.
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