SEC Form 4 · accession 0001209191-17-063382
Capital Bank Financial Corp. · CBF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oscar A Keller III
Director
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 9:50 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001479750
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 $0.01 per shareF1 | Nov 30, 2017 | D | 50,793 | — | D | 0 | D | |
| Class A Common Stock, par value $0.01 per shareF1,F2 | Nov 30, 2017 | D | 2,929 | — | D | 0 | D | |
| Class A Common Stock, par value $0.01 per shareF1 | Nov 30, 2017 | D | 2,765 | — | D | 0 | I | By IRA |
| Class A Common Stock, par value $0.01 per shareF1 | Nov 30, 2017 | D | 3,513 | — | D | 0 | I | By Spouse |
| Class A Common Stock, par value $0.01 per shareF1 | Nov 30, 2017 | D | 2,543 | — | D | 0 | I | By Spouse?s IRA |
| Class A Common Stock, par value $0.01 per shareF1,F3 | Nov 30, 2017 | D | 648 | — | D | 0 | I | As Custodian for Children and Grandchildren |
| Class A Common Stock, par value $0.01 per shareF1,F4 | Nov 30, 2017 | D | 8,149 | — | D | 0 | I | By Affiliated Company |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 30, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the "Merger Agreement"), by and between First Horizon National Corporation ("First Horizon"), Capital Bank Financial Corp. ("Capital Bank Financial"), and Firestone Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Capital Bank Financial (the "Merger"), with Capital Bank Financial as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Capital Bank Financial's Class A Common Stock and Class B Non-Voting Common Stock was converted into the right to receive either $40.573 in cash (the "Cash Consideration") or 2.1732 shares of First Horizon's Common Stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.
- F2Securities were owned jointly with spouse. The reporting person disclaims beneficial ownership of securities owned by spouse.
- F3Securities were held equally for four children and four grandchildren.
- F4Securities were owned by Amos Properties, LLC - 25% owned by reporting person and 25% owned by reporting person's spouse.