Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2018 (April 13, 2018)




(Exact name of registrant as specified in its charter)




Connecticut   1-9583   06-1185706

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

1 Manhattanville Road, Suite 301

Purchase, New York

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 3.02 Unregistered Sales of Equity Securities.

On April 13, 2018, the current holder (the “Holder”), of MBIA Inc. (the “Company”) warrants (the “Warrants”) originally issued on May 6, 2013, exercised its right to acquire shares of the Company’s common stock, par value $1.00, pursuant to the Warrants and, on April 16, 2018, the Company delivered 1,154,608 shares of common stock to the Holder in satisfaction of such Warrants. In accordance with the terms of the Warrants, the shares of common stock were delivered in satisfaction of the “cashless exercise” of such Warrants and, as a result, the Company received no consideration from the delivery of such shares of common stock in satisfaction of the Warrants.

The terms of the Warrants are set forth in the Warrant Agreement, dated as of May 6, 2013, between MBIA Inc. and Blue Ridge Investments, L.L.C., incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Jonathan C. Harris

  Jonathan C. Harris
  General Counsel

Date: April 16, 2018