SEC Form 4 · accession 0001140361-15-039181
FIRST SECURITY GROUP INC/TN · FSGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Gabriel Hurwich
Director
Period of report
Oct 31, 2015
Accepted (ET)
Nov 2, 2015 · 8:58 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 | 3,000 | — | D | 0 | D | |
| Common StockF1,F2,F3,F4 | Oct 31, 2015 | D | 5,130,000 | — | D | 0 | I | By Ulysses Partners, L.P. |
| Common StockF1,F2,F3,F5 | Oct 31, 2015 | D | 870,000 | — | D | 0 | I | By Ulysses Offshore Fund, Ltd. |
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,F6,F7 | $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.
- F3Mr. Hurwich is employed by Ulysses Management LLC, the investment manager of Ulysses Partners, L.P. and Ulysses Offshore Fund, Ltd. Mr. Hurwich does not have any dispositive or voting power over the securities of the Issuer held by Ulysses Partners, L.P. or Ulysses Offshore Fund, Ltd. Mr. Hurwich disclaims any beneficial ownership of the securities reported, except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Mr. Hurwich is or was, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities reported.
- F4These shares are owned directly by Ulysses Partners, L.P.
- F5These shares are owned directly by Ulysses Offshore Fund, Ltd.
- F6Pursuant 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.
- F7This 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.