SEC Form 4 · accession 0001144204-17-055678

· FSBK

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

Reporting owner

J Randy Woodson

Officer — Executive Vice President

Period of report

Nov 1, 2017

Accepted (ET)

Nov 2, 2017 · 9:31 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001027183

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Nov 1, 2017	D	200	—	D	D
Common Stock^F2,F3	Nov 1, 2017	D	2,600	—	D	D
Common Stock^F1	Nov 1, 2017	D	3,148	—	D	I	By IRA
Common Stock^F1,F4	Nov 1, 2017	D	21,911	—	D	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options - ISO^F5	$21.41	Nov 1, 2017	D	7,500	D	—	Jan 24, 2018	Common Stock	7,500	D
Stock Options - ISO^F5	$17.27	Nov 1, 2017	D	5,000	D	—	Sep 30, 2018	Common Stock	5,000	D
Stock Options - ISO^F5	$10.62	Nov 1, 2017	D	11,364	D	—	Mar 31, 2019	Common Stock	11,364	D
Stock Options - Non-ISO^F5	$10.62	Nov 1, 2017	D	636	D	—	Mar 31, 2019	Common Stock	636	D
Stock Options - ISO^F5	$10.91	Nov 1, 2017	D	3,333	D	—	Feb 25, 2020	Common Stock	3,333	D
Stock Options - Non-ISO^F5	$10.91	Nov 1, 2017	D	1,667	D	—	Feb 25, 2020	Common Stock	1,667	D
Stock Options - ISO^F5	$5.40	Nov 1, 2017	D	5,337	D	—	Feb 28, 2021	Common Stock	5,337	D
Stock Options - Non-ISO^F5	$5.40	Nov 1, 2017	D	663	D	—	Feb 28, 2021	Common Stock	663	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 9, 2017 (the "Merger Agreement"), between Carolina Financial Corporation ("CARO") and the Issuer, pursuant to which the Issuer was merged with and into CARO effective November 1, 2017 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
F22,600 shares of Restricted Stock were granted on February 14, 2014. The shares vest and become earned in four equal annual installments of 650 shares each, beginning on February 14, 2015. The final vesting date of the last 650 share installment was accelerated to September 30, 2017, in connection with the merger of First South Bancorp, Inc., with and into Carolina Financial Corporation.
F3Represents shares of vested restricted stock. Each such share was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares) at the effective time of the Merger.
F4Between the date of Reporting Person's last Form 4 filing and the date of the current filing, a total of 295 shares of the Issuer's common stock were acquired under the 401(k) plan; and 18 shares were acquired in the IRA via dividend reinvestment.
F5On November 1, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each unvested stock option that was outstanding immediately prior to the effective time of the Merger vested and was converted, at the election of the option holder, into the right to acquire shares of CARO common stock, as adjusted to reflect the exchange ratio of 0.5064.