4//SEC Filing
BROWN JEFFREY S 4
Accession 0001562180-18-000533
CIK 0001017793other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 1:39 PM ET
Size
27.6 KB
Accession
0001562180-18-000533
Insider Transaction Report
Form 4
BROWN JEFFREY S
Director
Transactions
- Disposition to Issuer
Common Stock
2018-01-31−4,833→ 0 total(indirect: Daughter Nicole) - Disposition to Issuer
Common Stock
2018-01-31−10,344→ 0 total(indirect: Jeff & Tracey Brn Fdn) - Conversion
Common Stock
2018-01-31−19,064→ 0 total(indirect: National Freight, Inc.) - Disposition to Issuer
Common Stock
2018-01-31−73,279→ 0 total(indirect: By LLC) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2018-01-31−3,100→ 0 totalExercise: $25.50Exp: 2020-09-24→ Common Stock (3,100 underlying) - Disposition to Issuer
Common Stock
2018-01-31−253,118→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2018-01-31−37,293→ 0 total(indirect: Nat'l Distr. Centers) - Disposition to Issuer
Common Stock
2018-01-31−4,467→ 0 total(indirect: NFI Intl. Ltd.) - Disposition to Issuer
Common Stock
2018-01-31−1,605→ 0 total(indirect: Son - Steven G. Brown) - Disposition to Issuer
Common Stock
2018-01-31−4,182→ 0 total(indirect: Son - Joshua) - Disposition to Issuer
Common Stock
2018-01-31−188,715→ 0 total - Disposition to Issuer
Common Stock
2018-01-31−38,799→ 0 total(indirect: By Trust)
Footnotes (3)
- [F1]On January 31, 2018 , pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), by and among Sun Bancorp, Inc. ("Sun"), Mercury Sub Corp. ("Merger Sub") and OceanFirst Financial Corp. ("Ocean"), Merger Sub merged with and into Sun (the "Merger"), with Sun as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Sun common stock was converted into the right to receive either $24.99 in cash (the "Cash Consideration") or .9289 shares of Ocean common stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.
- [F2]Pursuant to the Merger Agreement, each option granted by Sun to purchase shares of Sun common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was assumed and converted into an option to purchase from Ocean, on the same terms and conditions as were applicable under the Sun stock option immediately prior to the effective time of the Merger, a number of shares of Ocean common stock determined by multiplying (x) the number of shares of Sun common stock subject to the Sun option by (y) .9289, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of Sun common stock subject to the Sun option by (ii) .9289.
- [F3]Options fully vested and exercisable.
Issuer
SUN BANCORP INC /NJ/
CIK 0001017793
Entity typeother
Related Parties
1- filerCIK 0001228873
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 1:39 PM ET
- Size
- 27.6 KB