4/A//SEC Filing
MCWANE C PHILLIP 4/A
Accession 0001247524-19-000194
CIK 0001609951other
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 3:55 PM ET
Size
11.0 KB
Accession
0001247524-19-000194
Insider Transaction Report
Form 4/AAmended
MCWANE C PHILLIP
Director
Transactions
- Disposition to Issuer
Common Stock
2019-04-01−527,245→ 0 total - Disposition to Issuer
Common Stock
2019-04-01−803,856→ 0 total(indirect: By Trust) - Disposition to Issuer
Phantom Stock Units
2019-04-01−4,358.31→ 0 total→ Common Stock (4,358.31 underlying)
Footnotes (4)
- [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 $23.81 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 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.
Documents
Issuer
National Commerce Corp
CIK 0001609951
Entity typeother
Related Parties
1- filerCIK 0001198162
Filing Metadata
- Form type
- 4/A
- Filed
- Apr 3, 8:00 PM ET
- Accepted
- Apr 4, 3:55 PM ET
- Size
- 11.0 KB