SEC Form 4 · accession 0001225208-16-024279
Naugatuck Valley Financial Corp · NVSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Hastings
Officer — EVP & CFO
Period of report
Jan 15, 2016
Accepted (ET)
Jan 15, 2016 · 6:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001493552
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 15, 2016 | D | 3,640 | $0.00 | D | 0 | D | |
| Common StockF2 | Jan 15, 2016 | D | 993 | $0.00 | D | 0 | I | By KSOP |
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)F3 | $8.60 | Jan 15, 2016 | D | 25,000 | D | Jan 30, 2016 | Jan 30, 2025 | Common Stock | 25,000 | 0 | D |
| Stock Option (right to buy)F4 | $7.74 | Jan 15, 2016 | D | 10,000 | D | May 27, 2015 | May 27, 2024 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the merger agreement between the issuer and Liberty Bank for $40,040 having a market value of $11.00 per share on the effective date of the merger.
- F2Disposed of pursuant to the merger agreement between the issuer and Liberty Bank for $10,923 having a market value of $11.00 per share on the effective date of the merger.
- F3This option, which provided for vesting in five equal annual installments beginning January 30, 2016, was canceled in the merger in exchange for a cash payment of $60,000, representing the positive difference between the merger consideration and the option strike price on the effective date of the merger.
- F4This option, which provided for vesting in five equal annual installments beginning May 27, 2015, was canceled in the merger in exchange for a cash payment of $32,600, representing the positive difference between the merger consideration and the option strike price on the effective date of the merger.