SEC Form 4 · accession 0001209191-19-007497

ACCESS NATIONAL CORP · ANCX

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

Reporting owner

John W Edgemond IV

Director

Period of report

Feb 1, 2019

Accepted (ET)

Feb 5, 2019 · 6:37 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	D/I	Nature of ownership
common stock^F1	Feb 1, 2019	D	11,226	—	D	D
common stock^F1	Feb 1, 2019	D	84,091	—	D	I	By John W. Edgemond Trust dated 3/15/05.
common stock^F1	Feb 1, 2019	D	7,512	—	D	I	By spouse.
common stock^F1	Feb 1, 2019	D	14,160	—	D	I	As Custodian for minor children.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
options to purchase^F3,F2	$17.96	Feb 1, 2019	D	1,250	D	—	Jan 21, 2020	common stock	1,250	D
options to purchase^F4,F2	$18.32	Feb 1, 2019	D	2,500	D	—	Jan 21, 2021	common stock	2,500	D
options to purchase^F5,F2	$27.82	Feb 1, 2019	D	5,000	D	—	Feb 23, 2022	common stock	5,000	D
options to purchase^F6,F2	$29.51	Feb 1, 2019	D	1,345	D	—	Mar 15, 2023	common stock	1,345	D
options to purchase^F7,F2	$28.92	Feb 1, 2019	D	2,478	D	—	Jun 28, 2023	common stock	2,478	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. Except as otherwise set forth in this Form 4, each such stock option was already fully vested and exercisable or became fully vested and exercisable in connection with the Merger.
F3This option was converted into an option to purchase 937 shares of Union common stock for $23.95 per share.
F4This option was converted into an option to purchase 1,875 shares of Union common stock for $24.43 per share.
F5This option was converted into an option to purchase 3,750 shares of Union common stock for $37.10 per share.
F6This option was converted into an option to purchase 1,008 shares of Union common stock for $39.35 per share.
F7This option was converted into an option to purchase 1,858 shares of Union common stock for $38.56 per share.