SEC Form 4 · accession 0001209191-17-063386

Capital Bank Financial Corp. · CBF

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

Reporting owner

Robert L Reid

Director

Period of report

Nov 30, 2017

Accepted (ET)

Dec 4, 2017 · 9:59 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 share^F1	Nov 30, 2017	D	28,462	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock Option (Right to Buy)^F2	$37.21	Nov 30, 2017	D	19,781	D	—	Oct 1, 2024	Class A Common Stock	19,781	D
Common Stock Option (Right to Buy)^F2	$37.21	Nov 30, 2017	D	2,528	D	—	Oct 1, 2024	Class A Common Stock	2,528	D
Common Stock Option (Right to Buy)^F2	$37.21	Nov 30, 2017	D	10,488	D	—	Jul 31, 2025	Class A Common Stock	10,488	D
Common Stock Option (Right to Buy)^F2	$37.21	Nov 30, 2017	D	11,821	D	—	Jul 31, 2025	Class A Common Stock	11,821	D

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 (the "Effective Time"), each share of Capital Bank Financial's Class A Common Stock and Class B Non-Voting Common Stock (together, "Capital Bank Financial 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.
F2At the Effective Time, these stock options, which previously became fully vested on October 26, 2016, were assumed, on the same terms and conditions, by First Horizon and converted into options to purchase a number of shares of First Horizon Common Stock (rounded down to the nearest whole share) that equals the product of (A) the number of shares of Capital Bank Financial Common Stock subject to such stock option immediately prior to the Effective Time multiplied by (B) 2.1732 (the "Exchange Ratio"), at an exercise price per share of First Horizon Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Capital Bank Financial Common Stock of such Capital Bank Financial Stock Option divided by (B) the Exchange Ratio.