SEC Form 4 · accession 0001485001-15-000052
Oneida Financial Corp. · ONFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank O White
Director
Period of report
Dec 4, 2015
Accepted (ET)
Dec 7, 2015 · 11:32 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001485001
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1 | Dec 4, 2015 | J | 36,991 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $10.30 | Dec 4, 2015 | J | 5,000 | D | Jul 24, 2013 | Jul 24, 2022 | ONFC common stock | 5,000 | 0 | D |
Explanation of responses
- F1Each share of common stock of the Issuer was converted into and became exchangeable for the right to receive at the election of the holder thereof into either (1) shares of Community Bank System, Inc. ("CBSI") common stock based upon an exchange ratio equal to 0.5635; (ii) cash, at the rate of $20.00 for each share of Issuer common stock; or (iii) a combination of such shares of CBSI common stock and cash, as set forth in the Agreement and Plan of Merger, dated as of February 24, 2015, by and between CBSI and the Issuer.
- F2Stock options have been canceled in exchange for a cash payment equal to the product obtained by multiplying (I) the aggregate number of shares of common stock that were issuable upon the exercise of such options and (ii) $20.00, less any exercise price payable pursuant to such options, without interest, less any required withholdings.