4//SEC Filing
Kahn Robert S 4
Accession 0000920112-25-000052
CIK 0000920112other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 4:09 PM ET
Size
12.6 KB
Accession
0000920112-25-000052
Insider Transaction Report
Form 4
Kahn Robert S
EVP, Chief Strategy Officer
Transactions
- Disposition to Issuer
Common Stock
2025-01-31−2,972→ 0 total - Disposition to Issuer
2024 Time-Based Restricted Stock Units
2025-01-31−1,189→ 0 total→ Common Stock (1,189 underlying) - Disposition to Issuer
2024 Performance Based Restricted Stock Units (3-year)
2025-01-31−1,783→ 0 total→ Common Stock (1,783 underlying) - Award
2024 Performance Based Restricted Stock Units (3-year)
2025-01-31+1,783→ 1,783 total→ Common Stock (1,783 underlying)
Footnotes (4)
- [F1]Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.
- [F2]Each HTLF RSU Award and HTLF PSU Award represents a contingent right to receive one share of HTLF common stock.
- [F3]Upon the Effective Time: each HTLF RSU Award was converted into an Assumed RSU Award (as defined in the Merger Agreement) that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF RSU Award multiplied by the Exchange Ratio, rounded down to the nearest whole share.
- [F4]Upon the Effective Time: each HTLF PSU Award was converted into an Assumed PSU Award (as defined in the Merger Agreement) with applicable performance goals deemed satisfied at the target level that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF PSU Award multiplied by the Exchange Ratio.
Documents
Issuer
HEARTLAND FINANCIAL USA INC
CIK 0000920112
Entity typeother
Related Parties
1- filerCIK 0001993434
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 4:09 PM ET
- Size
- 12.6 KB