SEC Form 4 · accession 0001140361-17-016902
CARDINAL FINANCIAL CORP · CFNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
F Kevin Reynolds
Officer — President, Cardinal Bank, N.A.
Period of report
Apr 21, 2017
Accepted (ET)
Apr 26, 2017 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001060523
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 21, 2017 | D | 24,414 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF6,F2 | $16.58 | Apr 21, 2017 | D | 11,969 | D | — | Feb 13, 2023 | Common Stock | 11,969 | 0 | D |
| Stock OptionF6,F3 | $16.54 | Apr 21, 2017 | D | 18,000 | D | — | Feb 19, 2024 | Common Stock | 18,000 | 0 | D |
| Stock OptionF6,F4 | $20.05 | Apr 21, 2017 | D | 10,500 | D | — | Mar 18, 2025 | Common Stock | 10,500 | 0 | D |
| Stock OptionF6,F5 | $19.18 | Apr 21, 2017 | D | 2,000 | D | — | Feb 16, 2026 | Common Stock | 2,000 | 0 | D |
Explanation of responses
- F1Effective April 21, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of August 17, 2016 (the "Merger Agreement"), by and among United Bankshares, Inc. ("United"), its subsidiary UBV Holding Company, LLC ("UBV") and Cardinal Financial Corporation ("Cardinal"), Cardinal merged with and into UBV, with UBV as the surviving company (the "Merger"). In the Merger, each share of Cardinal's common stock converted into 0.71 shares of United's common stock.
- F2The stock options vested as follows: 25% on February 13, 2013, and 25% on the anniversary date of the grant for three years.
- F3The stock options vested as follows: 1/3 on February 19, 2014 and 1/3 on the anniversary date of the grant for two years.
- F4The stock options vested as follows: 1/3 on March 18, 2015 and 1/3 on the anniversary date of the grant for two years.
- F5The stock options vested as follows: 1/3 on February 16, 2016 and 1/3 on the anniversary date of the grant for two years.
- F6This option was assumed by United in the Merger, fully vested, and replaced with an option to purchase shares of United common stock equal to the number of shares of Cardinal common stock subject to such option multiplied by 0.71, at an exercise price equal to the exercise price of such option divided by 0.71.