4//SEC Filing
Goodson M Davis Jr 4
Accession 0001247524-19-000129
CIK 0001609951other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 3:33 PM ET
Size
14.8 KB
Accession
0001247524-19-000129
Insider Transaction Report
Form 4
Goodson M Davis Jr
NBC - EVP and Senior Lender
Transactions
- Disposition to Issuer
Common Stock
2019-04-01−8,449→ 0 total(indirect: By IRA) - Disposition to Issuer
Phantom Stock Units
2019-04-01−7,315.11→ 0 total→ Common Stock (7,315.11 underlying) - Disposition to Issuer
Common Stock
2019-04-01−24,260.5→ 0 total - Award
Common Stock
2019-04-01+7,059.36→ 26,351.38 total - Tax Payment
Common Stock
2019-04-01$38.76/sh−2,090.88$81,043→ 24,260.5 total
Footnotes (7)
- [F1]Although the reporting person became irrevocably bound to dispose of shares of the Issuer ("NCC") in connection with the merger of NCC with and into CenterState Bank Corporation ("CenterState"), with CenterState as the surviving company (the "Merger"), on the closing date of the Merger, March 29, 2019, none of the transactions reported in this Form 4 occurred until the effective time of the Merger (12:01 a.m. Eastern Time on April 1, 2019) (the "Effective Time").
- [F2]Represents the vesting of outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which were to be measured over a performance period that was not completed prior to the Effective Time, in the amounts determined by the Compensation Committee of the NCC board of directors in accordance with the applicable award agreements and the Agreement and Plan of Merger by and between NCC and CenterState, dated November 23, 2018 (the "Merger Agreement").
- [F3]Represents shares of NCC common stock withheld to satisfy tax obligations in connection with the vesting and settlement of the performance share awards described in footnotes 2 and 5 of this Form 4.
- [F4]Represents the closing price of NCC common stock on March 27, 2019, the most recent practicable date prior to the Effective Time for the calculation of such withholdings.
- [F5]Disposed of pursuant to the Merger Agreement in exchange for shares of CenterState common stock having a market value of $39.21 per share on March 29, 2019, the most recent practicable date prior to the Effective Time. Pursuant to the terms and conditions set forth in the Merger Agreement, (i) NCC's stockholders received 1.65 shares of CenterState common stock for each outstanding share of NCC common stock issued and outstanding immediately prior to the Effective Time, with cash payable in lieu of any fractional shares (the "Merger Consideration"), and (ii) the performance share awards were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration in respect of each share of NCC common stock underlying the performance share awards, net of the withholding taxes described in footnotes 3 and 4 of this Form 4. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of NCC common stock.
- [F6]Each of the phantom stock units is the economic equivalent of one share of NCC common stock.
- [F7]Pursuant to the Merger Agreement, the deferrals of NCC common stock representing equity awards and director fees credited to participant accounts under the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors were converted into the right to receive the Merger Consideration in respect of each such deferred share at the Effective Time. Immediately prior to such conversion, 2,166.61 shares of NCC common stock were withheld to satisfy tax obligations in connection with the conversion, calculated using the closing price of NCC common stock on March 27, 2019 ($38.76), the most recent practicable date prior to the Effective Time for the calculation of such withholdings.
Documents
Issuer
National Commerce Corp
CIK 0001609951
Entity typeother
Related Parties
1- filerCIK 0001626250
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 3:33 PM ET
- Size
- 14.8 KB