SEC Form 4/A · accession 0001209191-16-156434
BNC BANCORP · BNCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Matthew W McInnis
Director
Period of report
Nov 1, 2016
Accepted (ET)
Dec 22, 2016 · 12:26 pm EST
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 StockF1,F2 | Nov 1, 2016 | A | 10,944 | — | A | 10,944 | D | |
| Common Stock | Dec 20, 2016 | G | 3,125 | $0.00 | D | 7,819 | D | |
| Common StockF1,F2 | Nov 1, 2016 | A | 85,103 | — | A | 85,103 | I | As So-Special Trustee of the Robert H McInnis Spouses Trust |
| Common StockF1,F2 | Nov 1, 2016 | A | 71,349 | — | A | 71,349 | I | AsCo-SpecialTrustee of the2015 Marcella McInnis McGee IrrevocableGSTTrustfbo MW McInnis&descendants |
| Common StockF1,F2 | Nov 1, 2016 | A | 866,368 | — | A | 866,368 | I | As Co-Special Trustee of the Elizabeth M Nooe Marital Trust |
| Common StockF1,F2 | Nov 1, 2016 | A | 437,799 | — | A | 437,799 | I | As Co-Special Trustee of the Elizabeth M Nooe Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricte Stock UnitsF3,F4 | — | Dec 20, 2016 | A | 6,000 | A | — | — | Common Stock | 6,000 | 6,000 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of November 13, 2015 (the "Merger Agreement"), by and between High Point Bank Corporation ("HPTB") and the Issuer, and subject to the allocation and proration procedures set forth therein, 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. The number of shares reported in the original Form 4 was based on certain assumptions regarding the election, allocation and proration process. This amendment reflects the Reporting Person's beneficial ownership of Issuer common stock following completion of such process.
- F2Received in exchange for shares of HPTB common stock, pursuant to the Merger Agreement. The allocation and proration calculations provided for in the Merger Agreement had not been completed as of the date of the original report
- F3Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F4The restricted stock units vest in three equal installments on each of January 21, 2018, January 21, 2019 and January 21, 2020.