SEC Form 4 · accession 0001225208-17-007574
DCB FINANCIAL CORP · DCBF.OB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel M Roberts
Officer — SVP and Chief Credit Officer
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 9:49 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001025877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| DCB Financial Corp Common Stock | Apr 3, 2017 | F | 3,465 | $18.04 | D | 13,715 | D | |
| DCB Financial Corp Common StockF1 | Apr 3, 2017 | D | 13,715 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DCBF Employee Stock Options-CallsF2 | $4.50 | Apr 3, 2017 | D | 733 | D | — | Dec 21, 2022 | DCB Financial Corp Common Stock | 733 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger by and between DCB Financial Corp and First Commonwealth Financial Corporation, dated October 2, 2016, each DCB Financial Corp common share was exchanged for either 1.427 shares of First Commonwealth Financial Corporation common stock or $14.50 in cash, without interest, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the allocation and proration procedures contained in the Agreement and Plan of Merger.
- F2This option, which provided for vesting in five equal annual installments beginning December 21, 2013, was canceled in the merger in exchange for a cash payment of $10,401,27, representing the difference between the exercise price of the option and (i) the average of the daily closing prices of First Commonwealth Financial Corporation common stock on the New York Stock Exchange for the five consecutive trading days immediately prior to April 3, 2017, multiplied by (ii) the exchange ratio of 1.427, which equals $18.69 per share.