SEC Form 4 · accession 0001209191-19-007520
ACCESS NATIONAL CORP · ANCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary D Leclair
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 6:51 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,F2 | Feb 1, 2019 | D | 17,091 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| options to purchaseF4,F3 | $29.51 | Feb 1, 2019 | D | 897 | D | — | Mar 15, 2023 | common stock | 897 | 0 | D |
| options to purchaseF5,F3 | $28.92 | Feb 1, 2019 | D | 1,982 | D | — | Jun 28, 2023 | common stock | 1,982 | 0 | D |
Explanation of responses
- F1Includes 82.73 shares acquired on 05/25/2018, 91.29 shares acquired on 08/24/2018 and 108.01 shares acquired on 11/23/2018, all pursuant to a dividend reinvestment feature of the Access National Corporation Dividend Reinvestment and Stock Purchase Plan.
- F2Disposed 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.
- F3Pursuant 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.
- F4This option was converted into an option to purchase 672 shares of Union common stock for $39.35 per share.
- F5This option was converted into an option to purchase 1,486 shares of Union common stock for $38.56 per share.