SEC Form 4 · accession 0001140361-15-015221
National Bank Holdings Corp · NBHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ELLIOTT ASSOCIATES, L.P.
10% Owner
Period of report
Apr 9, 2015
Accepted (ET)
Apr 13, 2015 · 5:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001475841
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.01F1 | Apr 9, 2015 | S | 15,000 | $18.5226 | D | 1,248,654 | D | |
| Class A Common Stock, Par Value $0.01F1 | Apr 10, 2015 | S | 25,000 | $18.5316 | D | 1,223,654 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementF1,F2 | $18.5716 | Apr 8, 2015 | J | 1 | A | — | Mar 30, 2016 | Class A Common Stock, Par Value $0.01 | 5,100 | 1 | D |
Explanation of responses
- F1This Form 4 is filed by Elliott Associates, L.P. (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F2Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by the Reporting Person. The Derivative Agreement provides the Reporting Person with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). The Reporting Person disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.