SEC Form 4 · accession 0001140361-15-002781
Ben Franklin Financial, Inc. · BFFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Steven Sjogren
Officer — Chairman, President and CEO · Director
Period of report
Jan 22, 2015
Accepted (ET)
Jan 26, 2015 · 6:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366925
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 22, 2015 | J | 8,287 | $0.00 | A | 8,287 | D | |
| Common Stock | Jan 22, 2015 | P | 10,000 | $10.00 | A | 18,287 | D | |
| Common StockF1 | Jan 22, 2015 | J | 3,562 | $0.00 | A | 3,562 | I | By Trust |
| Common StockF1 | Jan 22, 2015 | J | 3,562 | $0.00 | A | 3,562 | I | By Spouse's Trust |
| Common StockF1 | Jan 22, 2015 | J | 676 | $0.00 | A | 676 | I | By IRA |
| Common StockF1 | Jan 22, 2015 | J | 1,967 | $0.00 | A | 1,967 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2,F3 | $26.28 | Jan 22, 2015 | J | 8,548 | A | Apr 17, 2009 | Apr 17, 2018 | Common Stock | 8,548 | 8,548 | D |
Explanation of responses
- F1Pursuant to the Plan of Conversion and Reorganization of Ben Franklin Financial, MHC, each share of common stock of Ben Franklin Financial, Inc. (Federal corporation) was exchanged for 0.3562 shares of common stock of Ben Franklin Financial, Inc. (Maryland corporation).
- F2Pursuant to the Plan of Conversion and Reorganization of Ben Franklin Financial, MHC, each option to purchase shares of common stock of Ben Franklin Financial, Inc. (Federal corporation) was converted into an option to purchase shares of common stock of Ben Franklin Financial, Inc. (Maryland corporation) by multiplying the number of shares subject to each option by the 0.3562 exchange ratio. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 0.3562 exchange ratio. All such options continue to vest based on their original terms.
- F3Stock options vest at a rate of 20% per year commencing on April 17, 2009.