SEC Form 4 · accession 0001654954-18-000841
Paragon Commercial CORP · PBNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carol A. Isaac
Officer — Sr. V.P. and HR Manager
Period of report
Jan 26, 2018
Accepted (ET)
Jan 29, 2018 · 6:11 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 StockF1 | Jan 26, 2018 | M | 552 | $0.00 | A | 925 | D | |
| Common StockF2 | Jan 26, 2018 | D | 925 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted StockF3 | $0.00 | Jan 26, 2018 | M | 235 | D | — | — | Common Stock | 235 | 0 | D |
| Restricted StockF3 | $0.00 | Jan 26, 2018 | M | 317 | D | — | — | Common Stock | 317 | 0 | D |
Explanation of responses
- 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.