4//SEC Filing
COLEY THOMAS 4
Accession 0001247524-19-000141
CIK 0001609951other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 4:08 PM ET
Size
11.3 KB
Accession
0001247524-19-000141
Insider Transaction Report
Form 4
COLEY THOMAS
Director
Transactions
- Disposition to Issuer
Common Stock
2019-04-01−21,573→ 0 total - Disposition to Issuer
Phantom Stock Units
2019-04-01−1,671.89→ 0 total→ Common Stock (1,671.89 underlying) - Disposition to Issuer
Warrants
2019-04-01−832→ 0 totalExercise: $22.73→ Common Stock (832 underlying)
Footnotes (5)
- [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]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and between NCC and CenterState, dated November 23, 2018, 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, NCC's stockholders received 1.65 (the "Exchange Ratio") 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"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of NCC common stock.
- [F3]Each of the phantom stock units is the economic equivalent of one share of NCC common stock.
- [F4]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.
- [F5]Pursuant to the Merger Agreement, each warrant to purchase shares of NCC common stock was assumed by CenterState according to its terms and was converted into a warrant to purchase the number of shares of CenterState common stock equal to the product obtained by multiplying the Exchange Ratio by the number of shares of NCC common stock that such NCC warrant entitled the holder thereof to purchase, at an exercise price equal to the quotient obtained by dividing the exercise price per share of the NCC warrant by the Exchange Ratio.
Documents
Issuer
National Commerce Corp
CIK 0001609951
Entity typeother
Related Parties
1- filerCIK 0001188978
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 4:08 PM ET
- Size
- 11.3 KB