SEC Form 4 · accession 0001140361-19-000115
FCB FINANCIAL HOLDINGS, INC. · FCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kent S Ellert
Officer — President & CEO · Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 2, 2019 · 4:38 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 | 328,412 | — | D | 0 | D | |
| Class A Common Stock, par value $.001 per shareF2 | Jan 1, 2019 | D | 2,952 | — | D | 0 | I | By Spouse |
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 | $19.75 | Jan 1, 2019 | D | 125,000 | D | — | Dec 23, 2023 | Class A Common Stock | 125,000 | 0 | D |
| Option to PurchaseF4 | $19.75 | Jan 1, 2019 | D | 100,000 | D | — | Apr 29, 2024 | Class A Common Stock | 100,000 | 0 | D |
| Option to PurchaseF5 | $36.11 | Jan 1, 2019 | D | 50,000 | D | — | Aug 8, 2026 | Class A Common Stock | 50,000 | 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 346,474 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 3,114 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 131,875 shares of Synovus common stock for $18.72 per share.
- F4This option, which provided for vesting immediately upon the Issuer's initial public offering and became exercisable in equal installments 6, 18 and 30 months following such offering, was converted into an option to purchase 105,500 shares of Synovus common stock for $18.72 per share.
- F5This option, which provided for vesting and exercisability on August 8, 2021, was converted into an option to purchase 52,750 shares of Synovus common stock for $34.23 per share.