SEC Form 4 · accession 0001225208-18-000165
WashingtonFirst Bankshares, Inc. · WFBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph S Bracewell
Director
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 11:35 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001476264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 1, 2018 | D | 317,891 | $0.00 | D | 0 | D | |
| Common StockF1 | Jan 1, 2018 | D | 31,426 | $0.00 | D | 0 | I | By Donley Family Trust (Peggy D. Bracewell, Trustee) |
| Common StockF1 | Jan 1, 2018 | D | 4,058 | $0.00 | D | 0 | I | By JSB Irrevocable Trust (Peggy D. Bracewell, Trustee) |
| Common StockF1 | Jan 1, 2018 | D | 25,000 | $0.00 | D | 0 | I | By Peggy D. Bracewell Revocable Trust (Peggy D. Bracewell, Trustee) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $20.00 | Jan 1, 2018 | D | 7,007 | D | — | Feb 25, 2026 | Common Stock | 7,007 | 0 | D |
| Stock OptionF2 | $28.22 | Jan 1, 2018 | D | 8,343 | D | — | Feb 27, 2027 | Common Stock | 8,343 | 0 | D |
| Stock OptionF2 | $15.1619 | Jan 1, 2018 | D | 5,255 | D | — | Mar 9, 2025 | Common Stock | 5,255 | 0 | D |
| Stock OptionF2 | $10.0317 | Jan 1, 2018 | D | 1,651 | D | — | May 1, 2023 | Common Stock | 1,651 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc. ("Sandy Spring"), WashingtonFirst Bankshares, Inc. ("WashingtonFirst") and Touchdown Acquisition, Inc., a wholly-owned subsidiary of Sandy Spring ("Merger Sub"). Merger Sub merged (the "First-Step Merger") with and into WashingtonFirst, with WashingtonFirst continuing as the surviving entity and immediately hereafter, WashingtonFirst merged with and into Sandy Spring, with Sandy Spring continuing as the surviving entity. At the effective time of the First-Step Merger (the "Effective Time"), each share of WashingtonFirst common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.8713 shares of Sandy Spring common stock.
- F2At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc., WashingtonFirst Bankshares, Inc. and Touchdown Acquisition, Inc., all stock options were cancelled and the reporting person received a cash payment equal to $34.42 per share minus the applicable exercise price of such stock option multiplied by each stock option held.