SEC Form 4 · accession 0000899243-18-000321
COMMUNITY FIRST INC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Louis Holloway
Officer — Chief Executive Officer
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179500
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Community First, Inc. Common StockF1,F2 | Jan 1, 2018 | D | 66,716 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $30.00 | Jan 1, 2018 | D | 2,000 | D | Jan 2, 2008 | Jan 2, 2018 | Common Stock | 2,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $19.00 | Jan 1, 2018 | D | 2,500 | D | Jan 5, 2009 | Jan 5, 2019 | Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1On January 1, 2018, pursuant to that Agreement and Plan of Merger, dated as of August 22, 2017 (the "Merger Agreement"), by and among Community First, Inc. ("CFI"), Reliant Bancorp, Inc. (f/k/a Commerce Union Bancshares, Inc., "Reliant"), Pioneer Merger Sub, Inc. ("Merger Sub"), Community First Bank & Trust and Reliant Bank, Merger Sub merged with and into CFI, with CFI surviving the merger as wholly-owned subsidiary of CFI (the "Merger").
- F2(Continued from footnote 1) Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of CFI issued and outstanding immediately prior to the effective time of the Merger (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.481 shares of Reliant common stock, $1.00 par value per share (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of CFI common stock.
- F3In connection with the merger, the option was canceled by mutual agreement of the reporting person and CFI. The reporting person received $10.00 in the aggregate as consideration for the cancellation.