4//SEC Filing
OmniAmerican Bancorp, Inc. 4
Accession 0001209191-14-076723
CIK 0001470795operating
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 5:00 PM ET
Size
17.8 KB
Accession
0001209191-14-076723
Insider Transaction Report
Form 4
Arnold T L Jr
EVP and CCO
Transactions
- Disposition to Issuer
common stock
2014-12-17−27,274→ 0 total - Disposition to Issuer
Employee Stock Option
2014-12-17−6,800→ 0 totalExercise: $21.05Exp: 2022-07-10→ common stock (6,800 underlying) - Disposition to Issuer
Employee Stock Option
2014-12-17−12,785→ 0 totalExercise: $14.15Exp: 2021-06-12→ common stock (12,785 underlying) - Disposition to Issuer
common stock
2014-12-17−2,570→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee Stock Option
2014-12-17−37,559→ 0 totalExercise: $21.09Exp: 2024-03-04→ common stock (37,559 underlying) - Disposition to Issuer
common stock
2014-12-17−2,359→ 0 total(indirect: ESOP)
Footnotes (7)
- [F1]On April 28, 2014, OmniAmerican Bancorp, Inc., a Maryland corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Southside Bancshares, Inc., a Texas corporation ("Southside"), and Omega Merger Sub, Inc., a Marland corporation and a wholly-owned subsidiary of Southside ("Merger Subsidiary"). Pursuant to the Merger Agreement, on December 17, 2014 Merger Subsidiary merged with and into the Company (the "First Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"), and then immediately after the First Merger, on December 17, 2014 the Surviving Corporation merged with and into Southside, with Southside as the surviving corporation. Each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive: (continued on footnote #2)
- [F2](i) 0.4459 of a share of validly issued, fully paid and nonassessable shares of common stock, par value $1.25 per share, of Southside ("Parent Common Stock") (together with any cash in lieu of fractional shares of Parent Common Stock, the "Stock Consideration"); and (ii) $13.125 per share of Common Stock in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"), on the terms and subject to the conditions set forth in the Merger Agreement.
- [F3]This amount includes 19,884 shares of restricted stock that vested in three or five equal annual installments on each anniversary of the grant date, which occurred on either March 4, 2014, July 10, 2012 or June 13, 2011. Pursuant to the terms of the Merger Agreement, the unvested shares of restricted stock were vested conditional upon the consummation of the First Merger and shares of restricted stock were also entitled to the Merger Consideration upon the consummation of the First Merger.
- [F4]This Stock Option Award vested in five equal annual installments on each anniversary of the grant date, March 4, 2014.
- [F5]Each option to purchase shares of Common Stock vested conditional upon the consummation of the First Merger and cancelled as of the Effective Time in exchange for the right to receive a cash payment per share of Common Stock equal to the excess (if any) of (a) the sum of (i) the Cash Consideration payable with respect to one share of Common Stock and (ii) the value of the Stock Consideration payable with respect to one share of Common Stock (with such value determined based on the closing price of the Parent Common Stock on December 16, 2014) over (b) the exercise price per share of the option being canceled.
- [F6]This Stock Option Award vested in five equal annual installments on each anniversary of the grant date, July 10, 2012.
- [F7]This Stock Option Award vested in three equal annual installments on each anniversary of the grant date, June 13, 2011.
Documents
Issuer
OmniAmerican Bancorp, Inc.
CIK 0001470795
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001470795
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 5:00 PM ET
- Size
- 17.8 KB