4//SEC Filing
RIVER VALLEY BANCORP 4
Accession 0000908834-16-000539
CIK 0001015593operating
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 4:50 PM ET
Size
10.1 KB
Accession
0000908834-16-000539
Insider Transaction Report
Form 4
Darnold Jennifer J
Sr VP - Retail Banking
Transactions
- Disposition to Issuer
Common stock, without par value
2016-03-01−1,150→ 0 total - Disposition to Issuer
Common stock, without par value
2016-03-01−326→ 0 total(indirect: By ESOP) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-03-01−2,500→ 0 totalExercise: $21.89Exp: 2024-07-15→ Common stock, without par value (2,500 underlying)
Footnotes (3)
- [F1]These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32.
- [F2]These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32. The number of shares reported as indirectly held by the ESOP reflects allocations as of December 31, 2014, and additional shares could be allocated to the reporting person's account as of the effectiveness of the merger and disposed of in the same manner.
- [F3]These options, which provided for vesting in five annual installments of 20% each beginning July 15, 2014, were accelerated and canceled pursuant to a merger agreement between the issuer and German American Bancorp, Inc., in exchange for a cash payment of $11.85 for each issuer share subject to the option (less applicable withholding taxes), representing the difference between (i) the $21.89 option exercise price, and (ii) the $33.74 merger consideration consisting of (a) $9.90, plus (b) $30.96 (20-day average closing price for German American Bancorp, Inc. shares under the merger agreement formula) multiplied by the 0.770 exchange ratio.
Documents
Issuer
RIVER VALLEY BANCORP
CIK 0001015593
Entity typeoperating
IncorporatedIN
Related Parties
1- filerCIK 0001015593
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 4:50 PM ET
- Size
- 10.1 KB