4//SEC Filing
McLean Scott Charles 4
Accession 0001144204-17-055676
CIK 0001027183other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 9:31 AM ET
Size
16.2 KB
Accession
0001144204-17-055676
Insider Transaction Report
Form 4
McLean Scott Charles
Executive VP and CFO
Transactions
- Disposition to Issuer
Stock Options - ISO
2017-11-01−3,750→ 0 totalExercise: $5.58Exp: 2022-10-27→ Common Stock (3,750 underlying) - Disposition to Issuer
Stock Options - ISO
2017-11-01−2,500→ 0 totalExercise: $5.58Exp: 2022-10-27→ Common Stock (2,500 underlying) - Tax Payment
Common Stock
2017-10-12$18.70/sh−122$2,281→ 1,962 total - Disposition to Issuer
Common Stock
2017-11-01−1,962→ 0 total - Disposition to Issuer
Common Stock
2017-11-01−6,480→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options - ISO
2017-11-01−3,750→ 0 totalExercise: $5.58Exp: 2022-10-27→ Common Stock (3,750 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 9, 2017 (the "Merger Agreement"), between Carolina Financial Corporation ("CARO") and the Issuer, pursuant to which the Issuer was merged with and into CARO effective November 1, 2017 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of issuer common stock.
- [F2]2,200 shares of Restricted Stock were granted on February 14, 2014. The shares vest and become earned in four equal annual installments of 550 shares each, beginning on February 14, 2015. The final vesting date of the last 550 share installment was accelerated to September 30, 2017, in connection with the merger of First South Bancorp, Inc., with and into Carolina Financial Corporation, less 122 shares withheld to pay for taxes incidental to the shares vested.
- [F3]Represents shares of vested restricted stock. Each such share was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares) at the effective time of the Merger.
- [F4]Between the date of Reporting Person's last Form 4 filing and the date of the current filing, a total of 11 shares of the Issuer's common stock were acquired under the 401(k) plan.
- [F5]On November 1, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each unvested stock option that was outstanding immediately prior to the effective time of the Merger vested and was converted, at the election of the option holder, into the right to acquire shares of CARO common stock, as adjusted to reflect the exchange ratio of 0.5064.
Documents
Issuer
FIRST SOUTH BANCORP INC /VA/
CIK 0001027183
Entity typeother
Related Parties
1- filerCIK 0001318144
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 9:31 AM ET
- Size
- 16.2 KB