4//SEC Filing
NICHOLSON JOHN F JR 4
Accession 0001144204-17-055677
CIK 0001027183other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 9:31 AM ET
Size
13.2 KB
Accession
0001144204-17-055677
Insider Transaction Report
Form 4
NICHOLSON JOHN F JR
Exec. VP-CCO
Transactions
- Disposition to Issuer
Common Stock
2017-11-01−12,000→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2017-11-01−2,000→ 0 total - Disposition to Issuer
Common Stock
2017-11-01−10,000→ 0 total - Disposition to Issuer
Common Stock
2017-11-01−25,262→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options - ISO
2017-11-01−6,000→ 0 totalExercise: $19.26Exp: 2018-05-31→ Common Stock (6,000 underlying)
Footnotes (4)
- [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]2,000 shares of Restricted Stock were granted on February 14, 2014. The shares vest and become earned in four equal annual installments of 500 shares each, beginning on February 14, 2015. The final vesting date of the last 500 share installment was accelerated to September 30, 2017, in connection with the merger of First South Bancorp, Inc., with and into Carolina Financial Corporation.
- [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]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 0001434107
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 9:31 AM ET
- Size
- 13.2 KB