SEC Form 4 · accession 0001140361-19-000111
FCB FINANCIAL HOLDINGS, INC. · FCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Baiter
Officer — Executive VP & CCO
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 | 4,921 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF2 | $20.00 | Jan 1, 2019 | D | 50,000 | D | — | Mar 29, 2020 | Class A Common Stock | 50,000 | 0 | D |
| Option to PurchaseF3 | $21.00 | Jan 1, 2019 | D | 100,000 | D | — | Jan 10, 2021 | Class A Common Stock | 100,000 | 0 | D |
| Option to PurchaseF4 | $20.62 | Jan 1, 2019 | D | 50,000 | D | — | Mar 8, 2022 | Class A Common Stock | 50,000 | 0 | D |
| Option to PurchaseF5 | $19.75 | Jan 1, 2019 | D | 10,000 | D | — | Nov 19, 2023 | Class A Common Stock | 10,000 | 0 | D |
| Option to PurchaseF6 | $19.75 | Jan 1, 2019 | D | 40,000 | D | — | Dec 23, 2023 | Class A Common Stock | 40,000 | 0 | D |
| Option to PurchaseF7 | $19.75 | Jan 1, 2019 | D | 50,000 | D | — | Apr 29, 2024 | Class A Common Stock | 50,000 | 0 | D |
| Option to PurchaseF8 | $36.11 | Jan 1, 2019 | D | 25,000 | D | — | Aug 8, 2026 | Class A Common Stock | 25,000 | 0 | D |
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 5,191 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.
- F2This option, which provided for vesting over three years in equal annual installments beginning on March 29, 2011, was converted into an option to purchase 52,750 shares of Synovus common stock for $18.96 per share.
- F3This option, which provided for vesting over three years in equal annual installments beginning on January 10, 2012, was converted into an option to purchase 105,500 shares of Synovus common stock for $19.91 per share.
- F4This option, which provided for vesting over three years in equal annual installments beginning on March 8, 2013, was converted into an option to purchase 52,750 shares of Synovus common stock for $19.55 per share.
- F5This option, which provided for vesting over three years in equal annual installments beginning on November 19, 2014, was converted into an option to purchase 10,550 shares of Synovus common stock for $18.72 per share.
- F6This option, which provided for vesting in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 42,200 shares of Synovus common stock for $18.72 per share.
- F7This option, which provided for vesting in equal installments 6, 18 and 30 months following the Issuer's initial public offering, was converted into an option to purchase 52,750 shares of Synovus common stock for $18.72 per share.
- F8This option, which provided for vesting on August 8, 2021, was converted into an option to purchase 26,375 shares of Synovus common stock for $34.23 per share.