SEC Form 4 · accession 0001437749-15-000072
Georgia-Carolina Bancshares, Inc · GECR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Flournoy
Officer — SVP and CFO
Period of report
Jan 1, 2015
Accepted (ET)
Jan 2, 2015 · 4:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001044082
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.001 Par ValueF1,F2 | Jan 1, 2015 | D | 9,512 | — | D | 0 | D | |
| Common Stock, $.001 Par ValueF2 | Jan 1, 2015 | D | 2,265 | — | D | 0 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F3 | $7.00 | Jan 1, 2015 | D | 1,000 | D | — | Jan 25, 2015 | Common Stock | 1,000 | 0 | D |
| Option (Right to Buy)F4 | $8.12 | Jan 1, 2015 | D | 5,000 | D | — | Jan 25, 2015 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Includes 8,500 shares of restricted stock which was fully vested by acceleration at the closing of the merger.
- F2Disposed of pursuant to a merger agreement between the issuer and State Bank Financial Corporation (STBZ) in exchange for a total cash consideration of $104,226 and a total stock consideration of 9,350 shares of STBZ's common stock; which represents an exchange ratio of 0.794 STBZ shares and $8.85 in cash per share of the issuer's common stock. On the effective date of the merger, the shares of STBZ received by the reporting person had a market value of $19.98 per share.
- F3This option, which was fully vested by acceleration at the closing of the merger, was cancelled in the merger in exchange for a cash payment of $17,080, representing the product obtained by multiplying (i) the number of shares of the issuer's common stock underlying the options by (ii) the Per Share Purchase Price (defined by formula in the merger agreement of $24.08), less the exercise price per share of such options.
- F4This option, which was fully vested by acceleration at the closing of the merger, was cancelled in the merger in exchange for a cash payment of $79,800, calculated in accordance with the merger agreement as described above.