SEC Form 4 · accession 0001739385-18-000002
COBIZ FINANCIAL INC · COBZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Wallace
Director
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 8:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001028734
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 1, 2018 | D | 715 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2,F3 | $12.03 | Oct 1, 2018 | D | 917 | D | Jun 25, 2014 | Jun 25, 2021 | Common Stock | 917 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F3 | $13.61 | Oct 1, 2018 | D | 1,000 | D | Apr 15, 2015 | Apr 15, 2022 | Common Stock | 1,000 | 0 | D |
Explanation of responses
- F1Shares disposed of pursuant to the Agreement and Plan of Merger, dated as of June 17, 2018 (the "Merger Agreement"), by and among CoBiz Financial Inc. ("Issuer"), and BOK Financial Corporation ("BOKF Parent"), and BOKF Merger Corporation Number Sixteen ("Merger Sub"), a wholly owned subsidiary of BOKF Parent, on October 1, 2018, Issuer was merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the "Merger"). At the time of the merger, each share of Issuer common stock was converted into the right to receive merger consideration consisting of (i) 0.17 shares of BOKF Parent common stock and (ii) $5.70 cash ("Merger Consideration").
- F2Stock options were fully vested and exercisable at the time of the Merger.
- F3Pursuant to the Agreement and Plan of Merger, dated as of June 17, 2018 (the "Merger Agreement"), by and among, CoBiz Financial Inc. ("Issuer"), and BOK Financial Corporation ("BOKF Parent"), and BOKF Merger Corporation Number Sixteen ("Merger Sub"), a wholly owned subsidiary of BOKF Parent, on October 1, 2018, Issuer was merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the "Merger"). Outstanding and unexercised stock options were canceled and converted to the right to receive merger consideration consisting of BOKF Parent common stock and cash based on the formula described in Section 1.9 of the Merger Agreement. Each Issuer common share resulting from the cancelation and conversion of a stock option was exchanged for 0.17 shares of BOKF Parent common stock and $5.70 cash.