4//SEC Filing
EDELCUP NORMAN S 4
Accession 0001104659-20-042443
CIK 0001630856other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 4:05 PM ET
Size
19.8 KB
Accession
0001104659-20-042443
Insider Transaction Report
Form 4
EDELCUP NORMAN S
Director
Transactions
- Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+10,039→ 10,039 totalExercise: $9.77From: 2020-03-26Exp: 2026-01-04→ Class A Common Stock (10,039 underlying) - Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+5,401→ 5,401 totalExercise: $10.80From: 2020-03-26Exp: 2027-05-01→ Class A Common Stock (5,401 underlying) - Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+10,039→ 10,039 totalExercise: $9.55From: 2020-03-26Exp: 2025-01-02→ Class A Common Stock (10,039 underlying) - Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+9,658→ 9,658 totalExercise: $10.80From: 2020-03-26Exp: 2027-01-03→ Class A Common Stock (9,658 underlying) - Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+32,797→ 32,797 totalExercise: $12.04From: 2020-03-26Exp: 2028-02-01→ Class A Common Stock (32,797 underlying) - Award
Class A Common Stock, par value $0.01 per share
2020-03-26+74,526→ 74,526 total - Award
Non-Qualified Stock Options (Right to Buy)
2020-03-26+15,060→ 15,060 totalExercise: $12.87From: 2020-03-26Exp: 2028-07-19→ Class A Common Stock (15,060 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and between Professional Holding Corp. (the "Issuer") and Marquis Bancorp, Inc. ("MBI"), MBI was merged into the Issuer on March 26, 2020 (the "Merger"), with the Issuer as the surviving entity, and each share of common stock of MBI held by the reporting person was converted into the right to receive 1.2048 shares (the "Exchange Ratio") of Class A common stock of the Issuer, plus cash in lieu of any fractional shares. The closing price of the Issuer's Class A common stock on the effective date of the Merger was $15.21.
- [F2]At the effective time of the Merger, each option to purchase shares of MBI common stock granted under either the Marquis Bank 2009 Stock Option Plan, as amended, or the Marquis Bancorp, Inc. 2017 Stock Option Plan (each, a "Marquis Option") that remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was converted into an option to acquire shares of the Issuer's Class A common stock, with the number of underlying shares and per share exercise price of each such Marquis Option adjusted to reflect the Exchange Ratio. Each such converted Issuer stock option will continue to be subject to the same terms and conditions as applied to the corresponding Marquis Option prior to the effective time of the Merger, except that any Marquis Option held by a person who, as of immediately prior to the effective time of the Merger, was a non-employee director of MBI became fully vested as of the effective time of the Merger.
- [F3]These options were fully vested and exercisable at the effective time of the Merger.
Documents
Issuer
Professional Holding Corp.
CIK 0001630856
Entity typeother
Related Parties
1- filerCIK 0001188342
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 4:05 PM ET
- Size
- 19.8 KB