4//SEC Filing
Justo Maria 4
Accession 0001209191-17-063380
CIK 0001479750other
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 9:46 AM ET
Size
10.9 KB
Accession
0001209191-17-063380
Insider Transaction Report
Form 4
Justo Maria
Enterprise Risk Executive
Transactions
- Disposition to Issuer
Common Stock Option (Right to Buy)
2017-11-30−20,270→ 0 totalExercise: $18.00Exp: 2023-05-21→ Class A Common Stock, par value $0.01 per share (20,270 underlying) - Disposition to Issuer
Restricted Common Stock
2017-11-30−9,094→ 0 total - Disposition to Issuer
Class A Common Stock, par value $0.01 per share
2017-11-30−1,296→ 0 total
Footnotes (3)
- [F1]On November 30, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the "Merger Agreement"), by and between First Horizon National Corporation ("First Horizon"), Capital Bank Financial Corp. ("Capital Bank Financial"), and Firestone Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Capital Bank Financial (the "Merger"), with Capital Bank Financial as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Capital Bank Financial's Class A Common Stock and Class B Non-Voting Common Stock (together, "Capital Bank Financial Common Stock") was converted into the right to receive either $40.573 in cash (the "Cash Consideration") or 2.1732 shares of First Horizon's Common Stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.
- [F2]At the Effective Time, these shares of Restricted Common Stock, which provided for vesting ratably over a three year period in annual installments, were cancelled and converted automatically into the right to receive an amount in cash equal to the Cash Consideration, less applicable tax withholdings.
- [F3]At the Effective Time, these stock options, which were granted on May 21, 2013 and one half of which were vested on May 21, 2014 and the other half of which were vested on May 21, 2015, fully vested (to the extent unvested) and were assumed, on the same terms and conditions, by First Horizon and converted into options to purchase a number of shares of First Horizon Common Stock (rounded down to the nearest whole share) that equals the product of (A) the number of shares of Capital Bank Financial Common Stock subject to such stock option immediately prior to the Effective Time multiplied by (B) 2.1732 (the "Exchange Ratio"), at an exercise price per share of First Horizon Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Capital Bank Financial Common Stock of such Capital Bank Financial Stock Option divided by (B) the Exchange Ratio.
Documents
Issuer
Capital Bank Financial Corp.
CIK 0001479750
Entity typeother
Related Parties
1- filerCIK 0001575436
Filing Metadata
- Form type
- 4
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 9:46 AM ET
- Size
- 10.9 KB