SEC Form 4 · accession 0000908834-16-000539

RIVER VALLEY BANCORP · RIVR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jennifer J Darnold

Officer — Sr VP - Retail Banking

Period of report

Mar 1, 2016

Accepted (ET)

Mar 1, 2016 · 4:50 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 value^F1	Mar 1, 2016	D	1,150	—	D	0	D
Common stock, without par value^F2	Mar 1, 2016	D	326	—	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	2,500	D	—	Jul 15, 2024	Common stock, without par value	2,500	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.