SEC Form 4 · accession 0001209191-17-040747
BNC BANCORP · BNCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Rudolph Smith
Director
Period of report
Jun 16, 2017
Accepted (ET)
Jun 19, 2017 · 1:53 pm 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 StockF1 | Jun 16, 2017 | D | 93,958 | — | D | 0 | D | |
| Common StockF1 | Jun 16, 2017 | D | 5,000 | — | D | 0 | I | Held in J&A Investments of which Mr. Smith and his spouse own 50% of the equity |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 16, 2017, pursuant to that Agreement and Plan of Merger, dated as of January 22, 2017 (the "Merger Agreement"), by and among BNC Bancorp ("BNC"), Pinnacle Financial Partners, Inc. ("Pinnacle") and Blue Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into BNC, with BNC surviving the merger as wholly-owned subsidiary of Pinnacle (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of BNC issued and outstanding immediately prior to the effective time of the Merger (other than Trust Account Shares and DPC Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.5235 shares of Pinnacle 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 BNC common stock.