SEC Form 4 · accession 0001140361-15-039176
FIRST SECURITY GROUP INC/TN · FSGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert R Lane
Director
Period of report
Oct 31, 2015
Accepted (ET)
Nov 2, 2015 · 8:51 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 StockF1,F2 | Oct 31, 2015 | D | 22,300 | — | 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 Options - Right to BuyF1,F3,F4 | $2.98 | Oct 31, 2015 | D | 5,000 | D | — | Jun 19, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Options - Right to BuyF1,F3,F5 | $2.33 | Oct 31, 2015 | D | 5,000 | D | — | Jul 24, 2023 | Common Stock | 5,000 | 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 three equal installments beginning on June 19, 2013, was assumed by Atlantic Capital in the Merger and substituted with an option to purchase 940 shares of Atlantic Capital common stock for $15.85 per share.
- F5This option, which provided for vesting in three equal installments beginning on July 24, 2014, was assumed by Atlantic Capital in the Merger and substituted with an option to purchase 940 shares of Atlantic Capital common stock for $12.39 per share.