4//SEC Filing
THOMPSON MARK WILSON 4
Accession 0001562180-20-004370
CIK 0001102266other
Filed
Jun 8, 8:00 PM ET
Accepted
Jun 9, 4:33 PM ET
Size
36.5 KB
Accession
0001562180-20-004370
Insider Transaction Report
Form 4
THOMPSON MARK WILSON
Other
Transactions
- Disposition to Issuer
Common Stock
2020-06-07−25,005→ 0 total - Disposition to Issuer
Performance Share Units
2020-06-07−7,545→ 0 total→ Common Stock (7,545 underlying) - Disposition to Issuer
Restricted Share Units
2020-06-07−825→ 0 total→ Common Stock (825 underlying) - Disposition to Issuer
Restricted Share Units
2020-06-07−987→ 0 total→ Common Stock (987 underlying) - Disposition to Issuer
Performance Share Units
2020-06-07−1,305→ 0 total→ Common Stock (1,305 underlying) - Disposition to Issuer
Restricted Share Units
2020-06-07−13,432→ 0 total→ Common Stock (13,432 underlying) - Disposition to Issuer
Performance Share Units
2020-06-07−1,742→ 0 total→ Common Stock (1,742 underlying) - Disposition to Issuer
Qualified Employee Stock Option (Right to Buy)
2020-06-07−5,000→ 0 totalExercise: $6.78Exp: 2022-06-08→ Common Stock (5,000 underlying) - Disposition to Issuer
Restricted Share Units
2020-06-07−3,509→ 0 total→ Common Stock (3,509 underlying) - Disposition to Issuer
Restricted Stock Grants
2020-06-07−1,500→ 0 total→ Common Stock (1,500 underlying) - Disposition to Issuer
Performance Share Units
2020-06-07−3,586→ 0 total→ Common Stock (3,586 underlying) - Disposition to Issuer
Restricted Share Units
2020-06-07−3,082→ 0 total→ Common Stock (3,082 underlying)
Footnotes (12)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between CenterState Bank Corporation ("CenterState") and South State Corporation ("South State"), pursuant to which CenterState merged with and into South State (the "Merger") on June 7, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of CenterState common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by CenterState or South State) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The price of South State common stock on NASDAQ on the Closing Date was $60.27.
- [F10]Disposition of RSUs awarded on 9/10/19. The RSUs vest one-third on January 1st 2021, 2022 and 2023 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F11]Disposition of RSUs awarded on 5/28/20 that will cliff vest on 5/28/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F12]Disposition of outstanding restricted stock awards granted on 6/8/12 under CenterState's Equity Incentive Plan that will vest 10% per year over 10 years. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState restricted stock award was converted into a South State restricted stock award, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState restricted stock awards otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F2]Disposition of Performance Share Units ("PSUs") awarded on 2/18/20 pursuant to the completion of the performance goals set forth in CenterState's 2016 Long Term Incentive Plan. The PSUs are fully vested and subject to a mandatory two-year hold period ending on 2/18/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F3]Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2017 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2021 and then are subject to a mandatory two-year hold period ending on 1/1/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F4]Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2018 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2022 and then are subject to a mandatory two-year hold period ending on 1/1/2024. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on target performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F5]Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2019 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2023 and then are subject to a mandatory two-year hold period ending on 1/1/2025. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F6]Disposition of outstanding stock options awarded on 6/21/12 under CenterState's Incentive Stock Option Plan. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState stock option, whether vested or unvested, was converted into a vested South State stock option, with the number of underlying shares of South State common stock and the applicable exercise price adjusted based on the Exchange Ratio. The converted CenterState stock options will be exercisable through the remainder of their original term and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F7]Disposition of time vested Restricted Share Units ("RSUs") awarded on 9/12/16. The RSUs are fully vested and subject to a two year hold period ending on 1/1/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F8]Disposition of RSUs awarded on 9/19/17. The RSUs vest one-third on January 1st 2019, 2020 and 2021 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
- [F9]Disposition of RSUs awarded on 9/12/18. The RSUs vest one-third on January 1st 2020, 2021 and 2022 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
Documents
Issuer
CenterState Bank Corp
CIK 0001102266
Entity typeother
Related Parties
1- filerCIK 0001719060
Filing Metadata
- Form type
- 4
- Filed
- Jun 8, 8:00 PM ET
- Accepted
- Jun 9, 4:33 PM ET
- Size
- 36.5 KB