SEC Form 4 · accession 0001209191-15-058013
Heritage Financial Group Inc · HBOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antone D Lehr
Director · Other
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001493491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 1, 2015 | D | 35,867 | — | D | 0 | D | |
| Common StockF1,F2 | Jul 1, 2015 | D | 9,130 | — | D | 0 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy)F1,F3,F6,F4 | $14.97 | Jul 1, 2015 | D | 23,071 | D | — | May 19, 2016 | Common Stock | 23,071 | 0 | D |
| Stock Option (Right to Buy)F1,F3,F6,F5 | $11.94 | Jul 1, 2015 | D | 20,480 | D | — | Jul 1, 2022 | Common Stock | 20,480 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger by and among Renasant Corporation ("Renasant"), Renasant Bank ("Renasant Bank"), Heritage Financial Group, Inc. ("Heritage"), and HeritageBank of the South ("HeritageBank"), dated as of December 10, 2014 (the "Merger Agreement"), on July 1, 2015 (the "Effective Date"), Heritage merged with and into Renasant (the "Merger"), with Renasant continuing as the surviving corporation. Immediately following the Merger, HeritageBank merged with and into Renasant Bank, with Renasant Bank continuing as the surviving banking association.
- F2Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of Heritage's common stock was converted into the right to receive 0.9266 shares (the "Exchange Ratio") of Renasant common stock. Restricted shares of Heritage common stock outstanding on the Effective Date became fully-vested and were converted into shares of Renasant common stock, adjusted to reflect the Exchange Ratio. Any fractional share due was paid in cash.
- F3Pursuant to the Merger Agreement, on the Effective Date, each in-the-money Heritage stock option became fully-vested and was converted into the right to receive a cash payment equal to (a) the total number of shares subject to such stock option multiplied by (b) the difference between $27.00 and the exercise price of the option, less applicable tax withholdings (the "Option Cancellation"). Stock appreciation rights granted in tandem with the Heritage stock options were cancelled in connection with the Option Cancellation for no additional consideration.
- F4The options were granted under the Issuer's 2006 Equity Incentive Plan and vested in five equal annual installments beginning on May 19, 2007.
- F5The options were granted under the Issuer's 2011 Equity Incentive Plan and vest in five equal annual installments beginning on July 1, 2012.
- F6Reflects the difference between the exercise price of the option and $27.00.