SEC Form 4 · accession 0000908834-16-000538
RIVER VALLEY BANCORP · RIVR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony D Brandon
Officer — Executive Vice President
Period of report
Mar 1, 2016
Accepted (ET)
Mar 1, 2016 · 4:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001015593
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, without par valueF1 | Mar 1, 2016 | D | 6,000 | — | D | 0 | D | |
| Common stock, without par valueF2 | Mar 1, 2016 | D | 6,976 | — | D | 0 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $21.89 | Mar 1, 2016 | D | 7,500 | D | — | Jul 15, 2024 | Common stock, without par value | 7,500 | 0 | D |
| Employee Stock Option (right to buy)F4 | $14.56 | Mar 1, 2016 | D | 1,000 | D | — | Sep 16, 2018 | Common stock, without par value | 1,000 | 0 | D |
Explanation of responses
- F1These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32.
- F2These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32. The number of shares reported as indirectly held by the ESOP reflects allocations as of December 31, 2014, and additional shares could be allocated to the reporting person's account as of the effectiveness of the merger and disposed of in the same manner.
- F3These options, which provided for vesting in five annual installments of 20% each beginning July 15, 2014, were accelerated and canceled pursuant to a merger agreement between the issuer and German American Bancorp, Inc., in exchange for a cash payment of $11.85 for each issuer share subject to the option (less applicable withholding taxes), representing the difference between (i) the $21.89 option exercise price, and (ii) the $33.74 merger consideration consisting of (a) $9.90, plus (b) $30.96 (20-day average closing price for German American Bancorp, Inc. shares under the merger agreement formula) multiplied by the 0.770 exchange ratio.
- F4These vested options were canceled pursuant to a merger agreement between the issuer and German American Bancorp, Inc., in exchange for a cash payment of $19.18 for each issuer share subject to the option (less applicable withholding taxes), representing the difference between (i) the $14.56 option exercise price, and (ii) the $33.74 merger consideration consisting of (a) $9.90, plus (b) $30.96 (20-day average closing price for German American Bancorp, Inc. shares under the merger agreement formula) multiplied by the 0.770 exchange ratio.