SEC Form 4 · accession 0001209191-15-058018

Heritage Financial Group Inc · HBOS

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

Reporting owner

Brian D Schmitt

Officer — EVP, Atlanta Mkt CEO & Dir M&A

Period of report

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 4:48 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	D/I	Nature of ownership
Common Stock^F1,F2	Jul 1, 2015	D	5,500	—	D	D
Common Stock^F1,F2	Jul 1, 2015	D	3,900	—	D	I	By IRA
Common Stock^F1,F2	Jul 1, 2015	D	2,133	—	D	I	By 401(k)

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,F5,F4	$19.38	Jul 1, 2015	D	12,500	D	—	Oct 16, 2024	Common Stock	12,500	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 2011 Equity Incentive Plan and vest in five equal annual installments beginning on October 16, 2015.
F5Reflects the difference between the exercise price of the option and $27.00.