BNC BANCORP 4
4 · BNC BANCORP · Filed Jun 19, 2017
Insider Transaction Report
Form 4
BNC BANCORPBNCN
SPENCER DAVID
EVP/CFO
Transactions
- Disposition to Issuer
Common Stock
2017-06-16−31,255→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2017-06-16−223,202→ 0 total - Disposition to Issuer
Common Stock
2017-06-16−99,000→ 0 total
Footnotes (2)
- [F1]On June 16, 2017, pursuant to that Agreement and Plan of Merger, dated as of January 22, 2017 (the "Merger Agreement"), by and among BNC Bancorp ("BNC"), Pinnacle Financial Partners, Inc. ("Pinnacle") and Blue Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into BNC, with BNC surviving the merger as wholly-owned subsidiary of Pinnacle (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of BNC issued and outstanding immediately prior to the effective time of the Merger (other than Trust Account Shares and DPC Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.5235 shares of Pinnacle common stock, $1.00 par value per share (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 BNC common stock.
- [F2]On June 16, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of shares of BNC common stock, no par value, subject to vesting, repurchase or other lapse restriction (a "BNC Restricted Stock Award") granted on or after December 31, 2016 under BNC's equity-based compensation plans, whether vested or unvested, that was outstanding as of immediately prior to the effective time of the Merger, was converted into an award of a number of shares of Pinnacle common stock, $1.00 par value per share equal to the product of (i) the number of shares of BNC common stock subject to the corresponding BNC Restricted Stock Award multiplied by (ii) 0.5235. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any BNC Restricted Stock Awards.