SEC Form 4 · accession 0001140361-19-000103

FCB FINANCIAL HOLDINGS, INC. · FCB

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

Reporting owner

Vincent Tese

Officer — Executive Chairman · Director

Period of report

Jan 1, 2019

Accepted (ET)

Jan 2, 2019 · 4:32 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001476651

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 $.001 per share^F1	Jan 1, 2019	D	647,344	—	D	0	D
Class A Common Stock, par value $.001 per share^F2	Jan 1, 2019	D	1,995	—	D	0	I	By Bond Street Management, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase^F3	$19.75	Jan 1, 2019	D	296,667	D	—	Dec 23, 2023	Class A Common Stock	296,667	D
Common Stock Warrants (right to buy)^F4	$28.28	Jan 1, 2019	D	32,213	D	—	Nov 12, 2019	Class A Common Stock	32,213	D
Common Stock Warrants (right to buy)^F5	—	Jan 1, 2019	D	110,781	D	—	Nov 12, 2019	Class A Common Stock	110,781	I
Common Stock Warrants (right to buy)^F5	—	Jan 1, 2019	D	110,781	D	—	Nov 12, 2019	Class A Common Stock	110,781	I

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer and Synovus Financial Corp. ("Synovus") in exchange for 682,947 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.
F2Disposed of pursuant to the Merger Agreement in exchange for 2,104 shares of common stock, par value $1.00 per share, of Synovus having a market value of $31.99 per share as of the close of trading on December 31, 2018, the last trading day prior to the effective time of the merger.
F3This option, which provided for vesting immediately upon issuance on December 23, 2013 and became exercisable in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 312,983 shares of Synovus common stock for $18.72 per share.
F4These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 33,984 shares of Synovus common stock for $26.81 per share.
F5These warrants, which provided that they became exercisable in three substantially equal portions on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, were converted into warrants to purchase 116,873 shares of Synovus common stock for $22.98 per share, $24.82 per share and $26.81 per share for the portion of the warrants that became exercisable on each of the 6-month, 18-month and 30-month anniversaries of the consummation of the Issuer's initial public offering, respectively. The reporting person disclaims beneficial ownership of the warrants held by his daughter.