SEC Form 4 · accession 0000927089-18-000153
Sunshine Financial, Inc. · SSNF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Swain
Officer — SVP, CFO and Treasurer
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 9:25 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001500837
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2018 | D | 3,936 | — | D | 0 | D | |
| Common StockF1 | Apr 1, 2018 | D | 3,910 | — | D | 0 | I | Held in ESOP |
| Common StockF1 | Apr 1, 2018 | D | 4,487 | — | D | 0 | I | Held in 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $10.75 | Apr 1, 2018 | D | 10,000 | D | Dec 10, 2017 | Dec 10, 2022 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to a merger agreement with The First Bancshares, Inc. ("FBMS"), with each share being exchanged, at the option of the shareholder, for either (i) $27.00 in cash, or (ii) 0.93 of a share of FBMS common stock with a market value of $32.25 as of the effective time of the merger, provided that the total mix of cash consideration and stock consideration to be issued by FBMS to holders of Sunshine common stock is fixed at 75% stock and 25% cash.
- F2This option was canceled in the merger in exchange for a cash payment of $162,500, representing the difference between the exercise price and the $27.00 cash merger consideration, less applicable with withholding taxes.