Hillman Solutions Corp. — Director's Dealing 2021

Jul 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hillman Solutions Corp. (HLMN)
CIK: 0001822492
Period of Report: 2020-10-15

Reporting Person: Jefferies Financial Group Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-15	Common Stock	P	3200	$9.96	Acquired	3200	Indirect
2021-07-14	Common Stock	M	4671576	—	Acquired	4671576	Direct
2021-07-14	Common Stock	A	2500000	$10.00	Acquired	7171576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-14	Class B Common Stock	$	D	1365924	Disposed		Class A Common Stock (1365924)	Direct
2021-07-14	Class B Common Stock	$	M	4671576	Disposed		Class A Common Stock (4671576)	Direct
2021-07-14	Warrants to purchase Common Stock	$11.50	A	4000000	Disposed	2026-10-14	Common Stock (4000000)	Direct
2021-07-14	Warrants to purchase Common Stock	$11.50	P	501066	Disposed	2026-10-14	Common Stock (501066)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1503200	Indirect

Footnotes

F1: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Landcadia Holdings III, Inc. or "Landcadia") and HMAN Group Holdings Inc. ("Hillman Holdco"), among other things, (i) the Reporting Person forfeited 1,365,924 shares of Landcadia's Class B common stock and (ii) each remaining share of Landcadia's Class B common stock converted into shares of Landcadia's Class A common stock on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-248856).

F2: Acquired by the Reporting Person immediately prior to the Closing pursuant to the subscription agreement, which was entered into with the Issuer on January 24, 2021 in connection with the Business Combination.

F3: Jefferies LLC owns the 1,503,200 shares of Common Stock and the 501,066 Warrants to purchase 501,660 shares of Common Stock. Jefferies LLC is a wholly-owned direct subsidiary of Jefferies Group LLC, which itself is a wholly-owned direct subsidiary of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership over the securities held by Jefferies LLC, except to the extent of the Reporting Person's pecuniary interest therein.

F4: The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Person, Jefferies LLC or Jefferies Group LLC until the Closing. 4,000,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. 500,000 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants. The units were acquired at various prices, as set forth in the Reporting Person's Form 5 in the Issuer filed on February 5, 2021, which reported the purchase of the accompanying shares of Class A common stock included in the units.

F5: 1,066 Warrants were initially acquired from third parties in the open market in the form of units including shares of Class A common stock and warrants at the price set forth in Table I which reports the purchase of the accompanying shares of Class A common stock included in the units.

F6: The 10/15/2020 transaction is being reported late due to inadvertent administrative oversight.