MCCLURE JAMES G 4
4 · 1ST STATE BANCORP INC · Filed Jan 12, 2006
Insider Transaction Report
Form 4
MCCLURE JAMES G
Director
Transactions
- Disposition to Issuer
Common Stock
2006-01-03−35,610→ 0 total - Disposition to Issuer
Common Stock
2006-01-03−2,210→ 0 total(indirect: By Spouse) - Exercise/Conversion
Phantom Stock Unit
2005-12-30−7,811→ 0 total→ Common Stock (7,811 underlying) - Exercise/Conversion
Common Stock
2005-12-30+7,811→ 35,610 total - Disposition to Issuer
Common Stock
2006-01-03−3,078→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2006-01-03−15,816→ 0 totalExercise: $14.71From: 2000-06-06Exp: 2010-06-06→ Common Stock (15,816 underlying)
Footnotes (4)
- [F1]Shares were distributed from the 1st State Bank Deferred Compensation Plan (the DCP Plan) to direct ownership upon the termination of the DCP Plan on December 30, 2005 pursuant to the Merger Agreement dated as of June 29, 2005 by and between Capital Bank Corporation and 1st State Bancorp, Inc. (the Merger Agreement).
- [F2]Pursuant to the Merger Agreement, on the effective date of the merger of 1st State Bancorp, Inc. (the Issuer) with and into Capital Bank Corporation, these shares of Issuer common stock were converted into the right to receive, at the election of the Reporting Person but subject to the allocation procedures set forth in the Merger Agreement: (i) 2.434788 shares of Capital Bank Corporation common stock, rounded to the nearest whole share, for each share of Issuer common stock; (ii) $37.15 in cash for each share of Issuer common stock; or (iii) 1.684457 shares of Capital Bank Corporation common stock, rounded to the nearest whole share, and $11.4486 in cash for each share of Issuer common stock. The Reporting Person has until February 8, 2006 to elect the form of merger consideration he wishes to receive.
- [F3]Each share of phantom stock was the economic equivalent of one share of 1st State Bancorp, Inc. common stock.
- [F4]This option was cancelled in the merger in exchange for a cash payment representing the difference between $37.15 per share and the exercise price of the option.