SEC Form 4 · accession 0001225208-16-032330
PULASKI FINANCIAL CORP · PULB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Bjorkman
Officer — President - Commercial Lending
Period of report
Apr 30, 2016
Accepted (ET)
May 3, 2016 · 4:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062438
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 30, 2016 | D | 38,116 | $0.00 | D | 0 | D | |
| Common StockF1,F2 | Apr 30, 2016 | D | 7,284 | $0.00 | D | 0 | I | By KSOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4,F3 | $7.70 | Apr 30, 2016 | D | 10,000 | D | Nov 3, 2009 | Nov 3, 2018 | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F4,F3 | $11.13 | Apr 30, 2016 | D | 50,000 | D | Nov 19, 2008 | Nov 19, 2017 | Common Stock | 50,000 | 0 | D |
| Stock pursuant to Deferred Compensation AgreementF6,F5 | — | Apr 30, 2016 | D | 70,079 | D | — | — | Common Stock | 70,079 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger between Pulaski Financial Corp. ("Pulaski") and First Busey Corporation ("First Busey") dated as of December 3, 2015 pursuant to which Pulaski was merged into First Busey on April 30, 2016. Pursuant to the merger agreement, each issued and outstanding share of Pulaski common stock was converted into 0.79 shares of First Busey common stock with cash paid in lieu of fractional shares.
- F2This form reflects increases in beneficial ownership resulting from exempt acquisitions under a KSOP plan pursuant to rule 16b-3(c).
- F3Stock Options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan are fully vested and exercisable.
- F4Pursuant to the Agreement and Plan of Merger between Pulaski and First Busey dated as of December 3, 2015, each option to purchase Pulaski common stock outstanding and unexercised immediately prior to the effective time of the merger was assumed by First Busey and converted into an option to purchase shares of First Busey common stock. The number of First Busey options into which the Pulaski options were converted was determined by multiplying each Pulaski option by 0.79 (rounded down to the nearest whole share), at an exercise price per share of First Busey common stock equal to the exercise price for each share of Pulaski common stock by dividing the Pulaski exercise price by 0.79 (rounded up to the nearest whole cent).
- F5Each share pursuant to the Deferred Compensation Agreement is the economic equivalent of one share of common stock. The shares pursuant to the Deferred Compensation Agreement become payable, in shares of common stock, upon the reporting person's termination of employment.
- F6Pursuant to the Agreement and Plan of Merger between Pulaski and First Busey dated as of December 3, 2015, each share of Pulaski common stock pursuant to the Deferred Compensation Agreement and outstanding immediately prior to the effective time of the merger was assumed by First Busey and converted into 0.79 shares of First Busey common stock (rounded down to the nearest whole share).