SEC Form 4 · accession 0001140361-15-039173

FIRST SECURITY GROUP INC/TN · FSGI

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

Reporting owner

D Michael Kramer

Officer — Chief Executive Officer · Director

Period of report

Oct 31, 2015

Accepted (ET)

Nov 2, 2015 · 8:46 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001138817

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 31, 2015	D	310,750	—	D	0	D
Common Stock^F1,F2	Oct 31, 2015	D	48,726	—	D	0	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options - Right to Buy^F1,F3,F4	$2.33	Oct 31, 2015	D	525,000	D	—	Jul 24, 2023	Common Stock	525,000	0	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated March 25, 2015, by and between Atlantic Capital Bancshares, Inc. ("Atlantic Capital") and First Security Group, Inc. ("First Security") (as amended on June 8, 2015, the "Merger Agreement"), on October 31, 2015 (the "Effective Date"), First Security merged with and into Atlantic Capital (the "Merger"), with Atlantic Capital continuing as the surviving corporation. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of First Security common stock or stock options.
F2Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of First Security's common stock was converted into the right to receive either (a) stock consideration of 0.188 shares (the "Exchange Ratio") of Atlantic Capital common stock or (b) cash consideration of $2.35 per share (together with cash in lieu of fractional shares, the "Merger Consideration"). Restricted shares of First Security common stock outstanding on the Effective Date became fully-vested and were converted into the right to receive the Merger Consideration.
F3Pursuant to the Merger Agreement, on the Effective Date, all outstanding options and other stock-based awards of First Security issued and outstanding immediately prior to the Effective Date were assumed by Atlantic Capital or substituted for substantially identical options or other awards under Atlantic Capital's equity incentive compensation plans.
F4This option, which provided for vesting in five equal installments beginning on July 24, 2014, was assumed by Atlantic Capital in the Merger and substituted with an option to purchase 98,700 shares of Atlantic Capital common stock for $12.39 per share.