SEC Form 4 · accession 0001209191-15-036851
CMS Bancorp, Inc. · CMSB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diane Cocozzo
Officer — SVP & Corp. Secretary
Period of report
Apr 28, 2015
Accepted (ET)
Apr 29, 2015 · 9:01 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001350072
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Apr 28, 2015 | D | 5,116 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1 | Apr 28, 2015 | D | 973 | — | D | 0 | I | By IRA |
| Common Stock, par value $0.01 per shareF1 | Apr 28, 2015 | D | 500 | — | D | 0 | I | Diane Cocozzo, as Custodian for Justin C. Jones UTMA NY |
| Common Stock, par value $0.01 per shareF1 | Apr 28, 2015 | D | 500 | — | D | 0 | I | Diane Cocozzo, as Custodian for Connor M. Jones UTMA NY |
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)F2 | $10.12 | Apr 28, 2015 | D | 7,000 | D | — | Nov 28, 2017 | Common Stock | 7,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $7.25 | Apr 28, 2015 | D | 1,500 | D | — | Nov 23, 2019 | Common Stock | 1,500 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $8.66 | Apr 28, 2015 | D | 1,500 | D | — | Apr 27, 2021 | Common Stock | 1,500 | 0 | D |
Explanation of responses
- F1Each share has been converted into the right to receive $13.25 per share merger consideration pursuant to an Agreement and Plan of Merger dated Sept. 25, 2014 by and among Putnam County Savings Bank, Putnam County Acquisition Corp., CMS Bancorp, Inc. and CMS Bank.
- F2This option, which provided for vesting in five equal annual installments beginning on November 28, 2008, was cancelled in the merger in exchange for a cash payment of $21,910.00 representing the difference between the exercise price of the option and the per share merger consideration of $13.25.
- F3This option, which provided for vesting in five equal annual installments beginning on November 23, 2010, was cancelled in the merger in exchange for a cash payment of $9,000.00 representing the difference between the exercise price of the option and the per share merger consideration of $13.25.
- F4This option, which provided for vesting in five equal annual installments beginning on April 27, 2012, was cancelled in the merger in exchange for a cash payment of $6,885.00 representing the difference between the exercise price of the option and the per share merger consideration of $13.25.
Remarks
Exhibit - Power of Attorney