SEC Form 4 · accession 0001209191-19-007496
ACCESS NATIONAL CORP · ANCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Clarke
Officer — President, CEO · Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 6:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001176316
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stockF1 | Feb 1, 2019 | D | 731,880 | — | D | 0 | D | |
| common stockF1 | Feb 1, 2019 | D | 92,224 | — | D | 0 | I | By spouse |
| common stockF1 | Feb 1, 2019 | D | 79,826 | — | D | 0 | I | By spouse as Co-Trustee of spouse's parents' trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| options to purchaseF3,F2 | $18.32 | Feb 1, 2019 | D | 2,500 | D | — | Jan 21, 2021 | common stock | 2,500 | 0 | D |
| options to purchaseF4,F2 | $27.82 | Feb 1, 2019 | D | 10,000 | D | — | Feb 23, 2022 | common stock | 10,000 | 0 | D |
| options to purchaseF5,F2 | $23.87 | Feb 1, 2019 | D | 15,000 | D | — | Jan 24, 2024 | common stock | 15,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Reorganization between Union Bankshares Corporation ("Union") and issuer, dated October 4, 2018, as amended on December 7, 2018 (the "Merger Agreement"), pursuant to which the issuer was merged with and into Union effective February 1, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of common stock of the issuer was converted into 0.75 shares of Union common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of common stock of the issuer.
- F2Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a stock option to purchase shares of Union common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement.
- F3This option was converted into an option to purchase 1,875 shares of Union common stock for $24.43 per share.
- F4This option was converted into an option to purchase 7,500 shares of Union common stock for $37.10 per share.
- F5This option was converted into an option to purchase 11,250 shares of Union common stock for $31.83 per share.