4//SEC Filing
Williams Fowler C. 4
Accession 0000870385-20-000025
CIK 0000870385other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 4:40 PM ET
Size
13.7 KB
Accession
0000870385-20-000025
Insider Transaction Report
Form 4
Williams Fowler C.
CEO - CRESCENT MORTGAGE CO
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-05-01−3,321→ 0 total→ Common Stock (3,321 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−828→ 0 totalExercise: $30.90Exp: 2027-02-15→ Common Stock (828 underlying) - Tax Payment
Common Stock
2020-05-01$32.88/sh−1,247$41,001→ 34,267 total - Disposition to Issuer
Common Stock
2020-05-01−36,588→ 0 total - Exercise/Conversion
Common Stock
2020-05-01+2,321→ 36,588 total
Footnotes (3)
- [F1]Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 (the "Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 (the "Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13.
- [F3]Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were converted into the right to receive the merger consideration in respect of each share of Carolina Financial Corporation common stock underlying the restricted stock unit. Per the Merger Agreement, the number of restricted stock units subject to the award assumes performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3. 2,321 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of the tax liabilities incident to the vesting of the restricted stock units.
Documents
Issuer
CAROLINA FINANCIAL CORP
CIK 0000870385
Entity typeother
Related Parties
1- filerCIK 0001667437
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 4:40 PM ET
- Size
- 13.7 KB