SEC Form 4 · accession 0001209191-19-007505
ACCESS NATIONAL CORP · ANCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C Shoemaker
Officer — Executive Vice President · Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 6:40 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 | 411,611 | — | D | 0 | D | |
| common stockF1 | Feb 1, 2019 | D | 36,930 | — | D | 0 | I | By spouse |
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 | $17.96 | Feb 1, 2019 | D | 3,750 | D | — | Jan 21, 2020 | common stock | 3,750 | 0 | D |
| options to purchaseF4,F2 | $18.32 | Feb 1, 2019 | D | 7,500 | D | — | Jan 21, 2021 | common stock | 7,500 | 0 | D |
| options to purchaseF5,F2 | $27.82 | Feb 1, 2019 | D | 7,500 | D | — | Feb 23, 2022 | common stock | 7,500 | 0 | D |
| options to purchaseF6,F2 | $29.51 | Feb 1, 2019 | D | 7,500 | D | — | Mar 15, 2023 | common stock | 7,500 | 0 | D |
| options to purchaseF7,F2 | $23.87 | Feb 1, 2019 | D | 7,500 | D | — | Jan 24, 2024 | common stock | 7,500 | 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. 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 2,812 shares of Union common stock for $23.95 per share.
- F4This option was converted into an option to purchase 5,625 shares of Union common stock for $24.43 per share.
- F5This option was converted into an option to purchase 5,625 shares of Union common stock for $37.10 per share.
- F6This option was converted into an option to purchase 5,625 shares of Union common stock for $39.35 per share.
- F7This option was converted into an option to purchase 5,625 shares of Union common stock for $31.83 per share, and vests in four equal installments as follows: 25% on 01/24/2020; 25% on 01/24/2021; 25% on 01/24/2022; and 25% on 01/24/2023.