4//SEC Filing
Dunn Craig E 4
Accession 0001140361-22-013151
CIK 0001046203other
Filed
Apr 4, 8:00 PM ET
Accepted
Apr 5, 4:16 PM ET
Size
12.4 KB
Accession
0001140361-22-013151
Insider Transaction Report
Form 4
Dunn Craig E
EVP-Chief Comm Banking Officer
Transactions
- Exercise/Conversion
Common Stock
2022-04-01+4,688→ 6,188 total - Exercise/Conversion
Performance-Based Restricted Stock Units
2022-04-01−4,688→ 0 total→ Common Stock (4,688 underlying) - Award
Performance-Based Restricted Stock Units
2022-04-01+4,688→ 4,688 total→ Common Stock (4,688 underlying) - Disposition to Issuer
Common Stock
2022-04-01−6,188→ 0 total
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated November 9, 2021 (the "Merger Agreement") between the Issuer and QCR Holdings, Inc., a Delaware corporation whose shares of common stock ("Acquiror Common Stock") trade on the Nasdaq Global Market ("Acquiror"), effective April 1, 2022 (the "Effective Time"), the Issuer merged with and into Acquiror (the "Merger"), with Acquiror as the surviving entity in the Merger (the "Surviving Entity"). At the Effective Time, each share of the Issuer's common stock ("Issuer Common Stock") outstanding immediately prior to Effective Time (other than shares owned by Guaranty or QCR and any dissenting shares) was converted into the right to receive: (i) $30.50 in cash, (ii) 0.58775 shares of Acquiror Common Stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock (each form of consideration, an "Election" and collectively, the "Elections"), subject to possible adjustment pursuant to (cont. in footnote 2)
- [F2](cont. from footnote 1) the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares. At the Effective Time, the price per share of Acquiror Common Stock at market close was $56.26.
- [F3]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit or other full value stock award granted under the Issuer's 2015 Equity Plan then-outstanding, vested in accordance with the terms of the 2015 Equity Plan and applicable award agreement, based, if applicable, on the Issuer's actual performance through the Effective Time, and settled in shares of Common Stock (such shares, the "Issuer Award Shares").
- [F4]Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Issuer Common Stock upon vesting.
- [F5]Pursuant to the Merger Agreement, each of the Issuer Award Shares was exchanged for mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock, based on the Available Cash and Available Shares (each as defined in the Merger Agreement) available after the Elections were set.
Documents
Issuer
GUARANTY FEDERAL BANCSHARES INC
CIK 0001046203
Entity typeother
Related Parties
1- filerCIK 0001811148
Filing Metadata
- Form type
- 4
- Filed
- Apr 4, 8:00 PM ET
- Accepted
- Apr 5, 4:16 PM ET
- Size
- 12.4 KB