SEC Form 4 · accession 0001225208-15-015995
COMMUNITY FINANCIAL SHARES INC · CFIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald H Wilson
Officer — President & CEO · Director
Period of report
Jul 24, 2015
Accepted (ET)
Jul 28, 2015 · 4:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001123735
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 24, 2015 | C | 400,000 | $0.00 | A | 500,000 | D | |
| Common StockF2 | Jul 24, 2015 | D | 500,000 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1 | — | Jul 24, 2015 | C | 4,000 | D | Dec 21, 2012 | — | Common Stock | 400,000 | 0 | D |
Explanation of responses
- F1Pursuant to the articles supplementary to the articles of incorporation of Community Financial Shares, Inc. for the Series C Convertible Noncumulative Perpetual Preferred Stock, which was approved by stockholders at a special meeting on July 16, 2015, each Series C Convertible Noncumulative Perpetual Preferred Stock automatically converted into 100 shares of common stock of the issuer immediately prior to the effective time of the merger between issuer and Wintrust Merger Sub LLC, a wholly-owned subsidiary of Wintrust Financial corporation (the "Merger"), pursuant to an Agreement and Plan of Merger, dated March 2, 2015, among the issuer, Wintrust and Merger Sub (the "Merger Agreement"), without any action on the part of the holder of such Series C Convertible Noncumulative Perpetual Preferred Stock. The Merger was completed on July 24, 2015.
- F2Pursuant to the Merger Agreement each share of issuer common stock was converted into the right to receive 0.013 shares of Wintrust Financial Corporation common stock and $0.71 in cash, plus $54.37 for any fractional share of Wintrust Financial Corporation common stock to which the individual would have been otherwise entitled. Accordingly, on July 24, 2015, the effective date of the merger, the reporting person's shares of issuer common stock were disposed of in exchange for 6,500 shares of Wintrust Financial Corporation common stock and $355,000.00 in cash.
Remarks
Exhibit List: Exhibit 24 Power of Attorney