4//SEC Filing
Mosteller Christopher 4
Accession 0000899243-19-024165
CIK 0000745981other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:31 PM ET
Size
15.0 KB
Accession
0000899243-19-024165
Insider Transaction Report
Form 4
Mosteller Christopher
Chief Banking Officer
Transactions
- Disposition to Issuer
Common Stock
2019-09-21−5,095→ 0 total - Disposition to Issuer
Common Stock
2019-09-21−291→ 0 total(indirect: ESOP) - Disposition to Issuer
Common Stock
2019-09-21−736→ 0 total - Disposition to Issuer
Common Stock
2019-09-21+6,956→ 0 total - Disposition to Issuer
Common Stock
2019-09-21−3,347→ 0 total - Disposition to Issuer
Common Stock
2019-09-21−904→ 0 total
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated April 30, 2019, by and between MidSouth Bancorp, Inc. ("MidSouth") and Hancock Whitney Corporation ("Hancock Whitney"), MidSouth merged with and into Hancock Whitney with Hancock Whitney as the surviving corporation (the "Merger"). At 12:01 a.m. on September 21, 2019, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10 per share, of MidSouth ("MidSouth Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 0.2952 shares (the "Conversion Ratio" and such shares, the "Merger Consideration") of the common stock, par value $3.33 per share, of Hancock Whitney ("Hancock Whitney Common Stock").
- [F2]At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grand date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per share being so cancelled and converted.
- [F3]At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grand date, was assumed and converted into a restricted stock award for shares of Hancock Whitney Common Stock equal to the product of the number of shares of MidSouth Common Stock subject to such restricted stock award immediately prior to the Merger, multiplied by the Conversion Ratio, with any fractional shares rounded down to the nearest whole share of Hancock Whitney Common Stock.
- [F4]At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, prorated for the period elapsed between the beginning of the performance period and the Effective Time, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted.
- [F5]At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted.
Documents
Issuer
MIDSOUTH BANCORP INC
CIK 0000745981
Entity typeother
Related Parties
1- filerCIK 0001736092
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:31 PM ET
- Size
- 15.0 KB