SEC Form 4 · accession 0001209191-16-148076

BNC BANCORP · BNCN

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Director

Period of report

Nov 1, 2016

Accepted (ET)

Nov 3, 2016 · 11:26 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001210227

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Nov 1, 2016	A	19,117	—	A	19,117	D
Common Stock^F1,F2	Nov 1, 2016	A	59,965	—	A	59,965	I	As Co-Special Trustee of the Robert H. McInnis Spouse's Trust
Common Stock^F1,F2	Nov 1, 2016	A	18,594	—	A	18,594	I	As Co-Special Trustee of the Robert H. McInnis Family Trust
Common Stock^F1,F2	Nov 1, 2016	A	103,794	—	A	103,794	I	As Co-Special Trustee of the Lynn W. McInnis GST Exempt Trust
Common Stock^F1,F2	Nov 1, 2016	A	472,846	—	A	472,846	I	As Co-Special Trustee of the Lynn W. McInnis GST Non-Exempt Trust
Common Stock^F1,F2	Nov 1, 2016	A	81,601	—	A	81,601	I	As Co-Special Trustee of the E. Thad McInnis Irrevocable Trust
Common Stock^F1,F2	Nov 1, 2016	A	110,255	—	A	110,255	I	Co-Special Trustee 2015Marcella McInnis McGee IrrevocableGST Trust fbo Matthew W McInnis &Descendant
Common Stock^F1,F2	Nov 1, 2016	A	841,811	—	A	841,811	I	As Co-Special Trustee of the Elizabeth M Nooe Marital Trust
Common Stock^F1,F2	Nov 1, 2016	A	308,478	—	A	308,478	I	As Co-Special Trustee of the Elizabeth M Nooe Family Trust

No Table II lines on this filing.

F1Pursuant to the Agreement and Plan of Merger, dated as of 11/13/15(the "Merger Agreement")by and between High Point Bank Corporation("HPTB")and the Issuer, and subject to the allocation and proration procedures set forth therin, each share of HPTB common stock converted into the right to receive, at the election of each shareholder;(a)cash in the amount of $300.00 per share(b)12.2412 shares of Issuer common stock or(c)a combination of Issuer common stock and cash, using the same $300.00 per share cash price and 12.2412 exchange ratio, prorated to 30%cash and 70%Issuer common stock,with fractional shares paid in cash. At this time, the final merger consideration proration results for the Reporting Person's HPTB shares are not available. The Reporting Person undertakes to amend this report if the number of shares resulting from the final allocation and proration calculation differs materially from the estimated number of shares of Issuer common stock reported as beneficially owned herein
F2Received in exchange for shares of HPTB common stock, pursuant to the Merger Agreement. Subject to the election and allocation procedures set forth in the Merger Agreement, each share of HPTB common stock was converted into the right to receive 12.2412 shares of Issuer common stock. The closing price of the Issuer's common stock on the effective date of the merger was $24.45 per share.