SEC Form 4 · accession 0001654954-18-000835

Paragon Commercial CORP · PBNC

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

Reporting owner

Officer — E.V.P. and C.F.O.

Period of report

Jan 26, 2018

Accepted (ET)

Jan 29, 2018 · 6:00 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001414374

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 26, 2018	M	1,955	$0.00	A	13,842	D
Common Stock^F2	Jan 26, 2018	D	13,842	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock^F3	$0.00	Jan 26, 2018	M	863	D	—	—	Common Stock	863	0	D
Restricted Stock^F3	$0.00	Jan 26, 2018	M	1,092	D	—	—	Common Stock	1,092	0	D

F1Represents the vesting of two restricted stock grants in connection with the Merger described in footnote 2 below.
F2Disposed of pursuant to the Agreement and Plan of Reorganization, dated as of April 26, 2017 (the "Merger Agreement"), by and among TowneBank, TB Acquisition, LLC, Paragon Commercial Corporation and Paragon Commercial Bank, pursuant to which Paragon Commercial Corporation was merged with and into TB Acquisition, LLC, effective January 26, 2018 (the "Merger"). Pursuant to the Merger Agreement, at the effective date of the Merger, each issued and outstanding share of Paragon Commercial Corporation common stock was converted into the right to receive 1.7250 shares of TowneBank common stock (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 Paragon Commercial Corporation common stock.
F3The restricted stock vested in connection with the Merger.