SEC Form 4 · accession 0001209191-18-007031
BANK MUTUAL CORP · BKMU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terri M Pfarr
Officer — Vice President of Bank Mutual
Period of report
Feb 1, 2018
Accepted (ET)
Feb 2, 2018 · 5:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001123270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 1, 2018 | D | 30,229 | — | D | 0 | D | |
| Common StockF2,F1,F3 | Feb 1, 2018 | D | 3,620 | — | D | 0 | I | Held in 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to buyF5,F4 | $5.36 | Feb 1, 2018 | D | 2,000 | D | — | May 7, 2023 | Common Stock | 2,000 | 0 | D |
| Options to buyF5,F4 | $7.17 | Feb 1, 2018 | D | 8,000 | D | — | Jan 21, 2024 | Common Stock | 8,000 | 0 | D |
Explanation of responses
- F1On February 1, 2018, Bank Mutual Corporation ("BKMU") completed the previously announced merger (the "Merger") of BKMU with and into Associated Banc-Corp ("Associated"), pursuant to the Agreement and Plan of Merger, dated as of July 20, 2017, by and between BKMU and Associated (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of BKMU common stock issued and outstanding immediately prior to the effective time of the Merger (including any restricted shares) was converted into 0.422 shares of Associated common stock with cash paid in lieu of any fractional shares. On January 31, 2018, the closing price of Associated common stock on the New York Stock Exchange was $24.75 per share.
- F2Reflects acquisitions in the 401(k) Plan that are exempt from reporting.
- F3Held in the Bank Mutual Corporation 401(k) Plan.
- F4Stock options granted under the 2004 Stock Incentive Plan. The options are fully vested.
- F5In accordance with the terms of the Merger Agreement, at the effective time of the Merger outstanding options to purchase shares of BKMU common stock were converted into options to acquire Associated common stock, with the numbers of shares and the exercise prices adjusted to reflect the exchange ratio, as provided in the Merger Agreement; each option fully vested in accordance with its terms upon the Merger.