4//SEC Filing
Carr Oliver T III 4
Accession 0000910680-12-000259
CIK 0001181001other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 7:31 PM ET
Size
10.7 KB
Accession
0000910680-12-000259
Insider Transaction Report
Form 4
Carr Oliver T III
Director
Transactions
- Disposition to Issuer
Stock Option
2012-12-21−7,500→ 0 totalExercise: $9.80Exp: 2017-09-26→ Common Stock (7,500 underlying) - Disposition to Issuer
Common Stock
2012-12-21−550→ 0 total - Disposition to Issuer
Stock Option
2012-12-21−5,000→ 0 totalExercise: $9.80Exp: 2017-09-26→ Common Stock (5,000 underlying)
Footnotes (3)
- [F1]Effective December 21, 2012, pursuant to an Agreement and Plan of Reorganization, dated as of May 3, 2012, by and among WashingtonFirst Bankshares, Inc. ("WashingtonFirst"), the Issuer and Alliance Bank Corporation, as amended by Amendment No. 1, dated as of August 9, 2012 (the "Reorganization Agreement"), the Issuer merged with and into WashingtonFirst, with WashingtonFirst as the surviving company (the "Merger"). In the Merger, each share of the Issuer's common stock converted into the right to receive, at the election of the Issuer's shareholders, either 0.4435 shares of WashingtonFirst common stock or cash in the amount of $5.30 for each share of the Issuer's common stock owned, provided that cash elections were limited to no more than 20% of the Issuer's common stock outstanding. If holders of more than 20% of the Issuer's common stock outstanding elected to receive cash, the cash elections were subject to proration as provided in the Reorganization Agreement.
- [F2]The option vests in installments: 15% on the first anniversary of the grant date; the next 20% on the second anniversary of the grant date, the next 25% on the third anniversary of the grant date and the final 40% on the fourth anniversary of the grant date.
- [F3]At the Effective Time (as defined in the Reorganization Agreement) of the Merger, each option, whether or not vested or exercisable, issued and outstanding immediately prior to the Effective Time was cancelled as of the Effective Time solely in exchange for the right to receive as soon as reasonably practicable following the Effective Time an amount in cash (less any applicable withholding taxes) equal to the product of (i) the number of shares of the Issuer's common stock subject to such option immediately prior to the Effective Time and (ii) the difference, if positive, between (A) $5.30 and (B) the exercise price per share of the Issuer's common stock subject to such option.
Documents
Issuer
ALLIANCE BANKSHARES CORP
CIK 0001181001
Entity typeother
Related Parties
1- filerCIK 0001331479
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 7:31 PM ET
- Size
- 10.7 KB