PALMETTO BANCSHARES INC 4
4 · PALMETTO BANCSHARES INC · Filed Sep 3, 2015
Insider Transaction Report
Form 4Exit
ERWIN SAMUEL L
DirectorCEO
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
[F1]2015-09-01−70,448→ 0 total - Disposition to Issuer
Common Stock, $0.01 par value
[F1]2015-09-01−250→ 0 total(indirect: By Children) - Disposition to Issuer
Stock Options
[F2]2015-09-01$9.74/sh−192,308$1,873,080→ 0 totalExercise: $10.40Exp: 2021-05-19→ Common Stock, $0.01 par value (192,308 underlying)
Footnotes (2)
- [F1]Under the Agreement and Plan of Merger ("Merger Agreement"), dated April 22, 2015, between United Community Banks, Inc. ("United") and Palmetto Bancshares, Inc. ("Palmetto"), the holder has the right to elect to receive consideration of either 0.97 shares of United common stock or $19.25 in cash for each Palmetto common share, subject to proration to ensure that, in the aggregate, 70% of Palmetto's common shares will be converted into United stock. No fractional shares of United common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $21.15 (the calculation of which is defined in the Merger Agreement). As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.
- [F2]This option, which provided for the vesting in three equal installments beginning May 19, 2014, was cancelled in the merger in exchange for a cash payment of $1,228,738.75 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement).
Signature
Lauren S Greer, with POA, Director of Accounting and Finance, The Palmetto Bank, a wholly-owned subsidiary of Palmetto Bancshares, Inc.|2015-09-03