SEC Form 5 · accession 0001140361-15-007654
Customers Bancorp, Inc. · CUBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Jay S Sidhu
Officer — Chairman & CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 8:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001488813
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | May 27, 2014 | J | 30,012 | $0.00 | A | 330,142 | D | |
| Restricted Stock Units (Common Stock)F3 | May 27, 2014 | J | 37,714 | $0.00 | A | 96,245 | D | |
| Restricted Stock Units (Class B Non-Voting Common Stock)F3 | May 27, 2014 | J | 21,164 | $0.00 | A | 232,804 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F3,F1,F4 | $15.23 | May 27, 2014 | J | 61,791 | A | May 21, 2018 | May 21, 2023 | Common Stock | 61,791 | 679,701 | D |
| WarrantsF3,F4 | $9.55 | May 27, 2014 | J | 19,560 | A | Jun 30, 2009 | Jun 30, 2016 | Common Stock | 19,560 | 215,156 | D |
| WarrantsF3,F4 | $9.55 | May 27, 2014 | J | 2,189 | A | Sep 30, 2009 | Sep 30, 2016 | Common Stock | 2,189 | 24,080 | D |
| WarrantsF3,F4 | $9.55 | May 27, 2014 | J | 6,063 | A | Nov 13, 2009 | Nov 13, 2016 | Common Stock | 6,063 | 66,695 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $8.86 | May 27, 2014 | J | 44,875 | A | Apr 6, 2015 | Apr 6, 2020 | Common Stock | 44,875 | 493,629 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $8.55 | May 27, 2014 | J | 1,167 | A | Jul 14, 2015 | Jul 14, 2020 | Common Stock | 1,167 | 12,834 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $10.91 | May 27, 2014 | J | 7,442 | A | Dec 28, 2015 | Dec 28, 2020 | Common Stock | 7,442 | 81,864 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $10.91 | May 27, 2014 | J | 7,646 | A | Jan 31, 2016 | Jan 31, 2021 | Common Stock | 7,646 | 84,105 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $10.91 | May 27, 2014 | J | 3,352 | A | Feb 28, 2016 | Feb 28, 2021 | Common Stock | 3,352 | 36,869 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $10.91 | May 27, 2014 | J | 2,683 | A | Mar 7, 2016 | Mar 7, 2021 | Common Stock | 2,683 | 29,514 | D |
| Employee Stock Options (right to buy)F3,F2,F4 | $12.00 | May 27, 2014 | J | 6,240 | A | Sep 17, 2016 | Sep 17, 2021 | Class B Non-Voting Common Stock | 6,240 | 68,639 | D |
| Employee Stock Options (right to buy)F3,F2,F4 | $12.00 | May 27, 2014 | J | 9,849 | A | Sep 30, 2016 | Sep 30, 2021 | Class B Non-Voting Common Stock | 9,849 | 108,334 | D |
| Employee Stock Options (right to buy)F3,F1,F4 | $12.73 | May 27, 2014 | J | 71,118 | A | Sep 20, 2017 | Sep 20, 2022 | Common Stock | 71,118 | 782,300 | D |
Explanation of responses
- F1Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the trading price of the company's voting common stock on the NASDAQ Global Select Market (or other national stock market or securities quotation system).
- F2Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the Fully Diluted Tangible Book Value (as defined and determined in accordance with the 2010 Stock Option Plan) of the company.
- F3On May 15, 2014, Customers Bancorp, Inc. declared a 10% stock dividend payable to all holders of record of common stock on May 27, 2014 (the "Stock Dividend"). As a result, the reporting person received additional shares of common stock as of June 30, 2014.
- F4Exercise price adjusted to account for the Stock Dividend.