SEC Form 4 · accession 0001140361-19-000110
FCB FINANCIAL HOLDINGS, INC. · FCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart I Oran
Officer — Secretary · Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 2, 2019 · 4:35 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 shareF1 | Jan 1, 2019 | D | 8,804 | — | D | 0 | D | |
| Class A Common Stock, par value $.001 per shareF2 | Jan 1, 2019 | D | 315 | — | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF3 | $21.00 | Jan 1, 2019 | D | 41,239 | D | — | Jan 10, 2021 | Class A Common Stock | 41,239 | 0 | D |
| Option to PurchaseF4 | $19.75 | Jan 1, 2019 | D | 80,000 | D | — | Dec 23, 2023 | Class A Common Stock | 80,000 | 0 | D |
| Option to PurchaseF5 | $23.97 | Jan 1, 2019 | D | 10,000 | D | — | Feb 10, 2025 | Class A Common Stock | 10,000 | 0 | D |
| Option to PurchaseF6 | $29.98 | Jan 1, 2019 | D | 10,000 | D | — | Feb 23, 2026 | Class A Common Stock | 10,000 | 0 | D |
| Common Stock Warrants (right to buy)F7 | — | Jan 1, 2019 | D | 124,905 | D | — | Nov 12, 2019 | Class A Common Stock | 124,905 | 0 | D |
| Common Stock Warrants (right to buy)F8 | — | Jan 1, 2019 | D | 10,500 | D | — | Nov 12, 2019 | Class A Common Stock | 10,500 | 0 | I |
| Common Stock Warrants (right to buy)F9 | — | Jan 1, 2019 | D | 15,750 | D | — | Nov 12, 2019 | Class A Common Stock | 15,750 | 0 | 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 8,955 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 332 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 is fully vested and became exercisable on January 25, 2013, was converted into an option to purchase 43,507 shares of Synovus common stock for $19.91 per share.
- F4This 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 84,400 shares of Synovus common stock for $18.72 per share.
- F5This option, which provided for vesting on each of April 1, 2015, July 1, 2015, October 1, 2015 and January 1, 2016 in equal installments, was converted into an option to purchase 10,550 shares of Synovus common stock for $22.72 per share.
- F6This option, which provided for vesting on each of April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 in equal installments, was converted into an option to purchase 10,550 shares of Synovus common stock for $28.42 per share.
- F7These 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 131,774 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.
- F8These 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 11,077 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 this trust.
- F9These 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 16,616 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 this trust.