SEC Form 4 · accession 0001209191-17-063387
Capital Bank Financial Corp. · CBF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R. Bruce Singletary
Officer — Chief Credit Officer
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 10:01 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 | 288,075 | — | D | 0 | D | |
| Restricted Common StockF2 | Nov 30, 2017 | D | 18,823 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Option (Right to Buy)F3 | $20.00 | Nov 30, 2017 | D | 312,778 | D | — | Dec 22, 2019 | Class A Common Stock, par value $0.01 per share | 312,778 | 0 | D |
| Common Stock Option (Right to Buy)F4 | $20.00 | Nov 30, 2017 | D | 139,552 | D | — | Jan 12, 2022 | Class A Common Stock, par value $0.01 per share | 139,552 | 0 | 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 shares of Restricted Common Stock, which provided for vesting ratably over a three year period in annual installments, were cancelled and converted automatically into the right to receive an amount in cash equal to the Cash Consideration, less applicable tax withholdings.
- F3At the Effective Time, these stock options, which were granted in March 2011 and one half of which were vested on December 22, 2011 and the other half of which were vested on December 22, 2012, fully vested (to the extent unvested) and 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.
- F4At the Effective Time, these stock options, which were granted in January 2012 and one half of which were vested on January 12, 2012 and the other half of which were vested on January 12, 2013, fully vested (to the extent unvested) and 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) 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.