King John Bryan 4
4 · Encore Bancshares Inc · Filed Jul 3, 2012
Insider Transaction Report
Form 4
King John Bryan
Director
Transactions
- Exercise/Conversion
Common Stock
2012-07-02$12.00/sh+12,000$144,000→ 85,076 total - Sale
Common Stock
2012-07-02$20.62/sh−85,076$1,754,267→ 0 total - Exercise/Conversion
Stock Option (right to buy)
2012-07-02$12.00/sh−6,000$72,000→ 0 totalExercise: $12.00From: 2008-02-01Exp: 2014-02-01→ Common Stock (6,000 underlying) - Sale
Common Stock
2012-07-02$20.62/sh−449,100$9,260,442→ 0 total(indirect: See footnote) - Exercise/Conversion
Stock Option (right to buy)
2012-07-02$12.00/sh−6,000$72,000→ 6,000 totalExercise: $12.00From: 2007-05-01Exp: 2013-06-01→ Common Stock (6,000 underlying)
Footnotes (3)
- [F1]On July 2, 2012, Encore Bancshares, Inc. ("Encore") consummated its merger with Cadence Bancorp, LLC ("Cadence") and EMS Sub I, Inc. ("Merger Sub") on the terms and conditions set forth in that certain Agreement and Plan of Merger, dated March 5, 2012, by and among the Encore, Cadence and Merger Sub. Under the Merger Agreement, outstanding director stock options held by Mr. King were deemed exercised effective July 2, 2012.
- [F2]Under the Merger Agreement, all of the issued and outstanding shares of Common Stock, including those beneficially owned by Mr. King, were acquired by Merger Sub for a purchase price of $20.62 per share in cash effective July 2, 2012.
- [F3]Represents securities held by LKCM Private Discipline Master Fund, SPC (PDP) and LKCM Micro-Cap Partnership, L.P. (Micro). Luther King Capital Management Corporation is the investment manager for PDP and Micro. LKCM Private Discipline Management, L.P. holds the management shares of PDP. LKCM Alternative Management, LLC (LKCM Alternative) is the general partner of PDP Management, and Mr. King is a controlling member of LKCM Alternative. LKCM Micro-Cap Management, L.P. (MC Management) is the general partner of Micro, and Mr. King is a controlilng member of MC Management. Mr. King expressly disclaims beneficial ownership of the securities held by PDP and Micro, expect to the extent of his pecuniary interest therein.