SEC Form 4 · accession 0001245105-15-000004
BEAR STATE FINANCIAL, INC. · BSF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard N Massey
Officer — President and CEO · Director · 10% Owner
Period of report
Jan 21, 2015
Accepted (ET)
Jan 23, 2015 · 7:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001006424
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 15, 2014 | J | 2,108,554 | $0.00 | A | 21,085,547 | I | By Bear State Financial Holdings, LLC |
| Common Stock | Dec 15, 2014 | J | 5,213 | $0.00 | A | 52,136 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2,F4 | — | Jan 21, 2015 | A | 1,100 | A | — | — | Common Stock | 1,100 | 2,322 | D |
| Warrant (right to buy) | $7.90 | Dec 15, 2014 | J | 3,938 | A | Aug 13, 2013 | Aug 13, 2018 | Common Stock | 3,938 | 39,381 | D |
Explanation of responses
- F1On 11-12-14, the issuer declared a stock dividend of 1 share of common stock, par value $0.01 per share ("Common Stock"), for every 9 shares of Common Stock owned by holders of record at the close of business on 12-1-14. The stock dividend was paid on 12-15-14. As a result, the reporting person received 5,213 shares of Common Stock, which are directly beneficially owned by the reporting person, and 2,108,554 shares of Common Stock, which are indirectly beneficially owned by the reporting person. At the same time, pursuant to the anti-dilution provisions of the issuer's 2011 Omnibus Incentive Plan and the anti-dilution provisions of the reporting person's warrants acquired from the issuer on 8-13-13, all outstanding restricted stock units and warrants were adjusted to account for the stock dividend, resulting in the reporting person receiving 122 additional restricted stock units and the right to purchase an additional 3,938 shares of Common Stock upon exercise of the warrant.
- F2Each restricted stock unit represents a contingent right to receive one share of BSF common stock.
- F3The restricted stock units were granted pursuant to the 2011 Omnibus Incentive Plan.
- F4The restricted stock units vest ratably on the first, second and third anniversaries of the grant date.