SEC Form 4 · accession 0001437749-15-000073

Georgia-Carolina Bancshares, Inc · GECR

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

Reporting owner

Remer Y Brinson III

Officer — President & CEO · Director

Period of report

Jan 1, 2015

Accepted (ET)

Jan 2, 2015 · 4:14 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 Value^F1,F2	Jan 1, 2015	D	48,182	—	D	0	D
Common Stock, $.001 Par Value^F2	Jan 1, 2015	D	125	—	D	0	I	By Spouse as Custodian for Minor Child

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (Right to Buy)^F3	$16.40	Jan 1, 2015	D	6,192	D	—	Jan 25, 2015	Common Stock	6,192	D
Option (Right to Buy)^F4	$16.40	Jan 1, 2015	D	1,307	D	—	Jan 25, 2015	Common Stock	1,307	D
Option (Right to Buy)^F5	$15.00	Jan 1, 2015	D	7,500	D	—	Jan 25, 2015	Common Stock	7,500	D
Option (Right to Buy)^F6	$11.25	Jan 1, 2015	D	5,000	D	—	Jan 25, 2015	Common Stock	5,000	D
Option (Right to Buy)^F7	$8.75	Jan 1, 2015	D	7,500	D	—	Jan 25, 2015	Common Stock	7,500	D
Option (Right to Buy)^F8	$7.00	Jan 1, 2015	D	10,000	D	—	Jan 25, 2015	Common Stock	10,000	D
Option (Right to Buy)^F9	$8.12	Jan 1, 2015	D	10,000	D	—	Jan 25, 2015	Common Stock	10,000	D

Explanation of responses

F1Includes 15,000 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 $427,517 and a total stock consideration of 38,355 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 at the closing of the merger, was cancelled in the merger in exchange for a cash payment of $47,555, 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 as $24.08), less the exercise price per share of such options.
F4This option, which was fully vested at the closing of the merger, was cancelled in the merger in exchange for a cash payment of $10,038, calculated in accordance with the merger agreement as described above.
F5This option, which was fully vested at the closing of the merger, was cancelled in the merger in exchange for a cash payment of $68,100, calculated in accordance with the merger agreement as described above.
F6This 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 $64,150, calculated in accordance with the merger agreement as described above.
F7This 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 $114,975, calculated in accordance with the merger agreement as described above.
F8This 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 $170,800, calculated in accordance with the merger agreement as described above.
F9This 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 $159,600, calculated in accordance with the merger agreement as described above.