SEC Form 4 · accession 0001437749-18-007356
BEAR STATE FINANCIAL, INC. · BSF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shelly Loftin
Officer — EVP-Chief Administrative Off.
Period of report
Apr 20, 2018
Accepted (ET)
Apr 20, 2018 · 4:57 pm EDT
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 StockF1 | Apr 20, 2018 | U | 6,618 | $10.28 | D | 0 | D | |
| Common StockF1 | Apr 20, 2018 | U | 2,078 | $10.28 | D | 0 | I | 401(K) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Apr 20, 2018 | U | 15,932 | D | — | — | Common Stock | 15,932 | 0 | D |
| Employee Stock Options (right to buy)F4 | $5.27 | Apr 20, 2018 | U | 5,555 | D | — | Nov 11, 2018 | Common Stock | 5,555 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Reorganization (the "merger agreement"), dated as of August 22, 2017, by and among Bear State Financial, Inc. (Bear State), Bear State Bank, Arvest Bank and Arvest Acquisition Sub, Inc., shares of Bear State common stock were converted into the right to receive $10.28 cash per share, without interest.
- F2Each restricted stock unit represents a contingent right to receive one share of Company common stock.
- F3Pursuant to the terms of the merger agreement, at the effective time of the merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to $10.28 per unit.
- F4Pursuant to the terms of the merger agreement, at the effective time of the merger, this stock option was cancelled and converted into the right to receive a cash payment equal to the aggregate number of shares of Bear State common stock subject to such option multiplied by the difference of $10.28 and the exercise price of such option.