SEC Form 4 · accession 0001225208-15-000799
Franklin Financial Corp · FRNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard T Wheeler Jr.
Officer — Chairman. President & CEO · Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 4:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001505823
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 2, 2015 | F | 28,227 | $21.71 | D | 46,577 | D | |
| Common StockF2 | Jan 2, 2015 | D | 46,577 | $0.00 | D | 0 | D | |
| Common StockF2 | Jan 2, 2015 | D | 8,636 | $0.00 | D | 0 | I | By ESOP |
| Common StockF3 | Jan 2, 2015 | D | 45,000 | $0.00 | D | 0 | I | Restricted Stock |
| Common StockF3 | Jan 2, 2015 | D | 13,600 | $0.00 | D | 0 | I | Restricted Stock II |
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)F4 | $13.42 | Jan 2, 2015 | D | 185,000 | D | — | Mar 29, 2022 | Common Stock | 185,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $18.40 | Jan 2, 2015 | D | 44,100 | D | Oct 4, 2014 | Oct 4, 2023 | Common Stock | 44,100 | 0 | D |
Explanation of responses
- F1Upon the accelerated vesting of unvested restricted stock awards held by the reporting person at the effective time of the merger (in accordance with the Agreement and Plan of Reorganization), the reporting person incurred a tax withholding liability in payment of which he tendered 28,227 directly-owned shares.
- F2Pursuant to the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, Franklin Financial Corporation ("Franklin") and Franklin Federal Savings Bank, at the effective time of the merger each share of Franklin was exchanged for 1.40 shares of common stock of TowneBank and cash paid in lieu of fractional shares.
- F3Pursuant to the Agreement and Plan of Reorganization, as of the effective time of the merger all outstanding Franklin restricted stock awards vested (if not already vested) and each share of Franklin common stock that was formerly a Franklin restricted stock award was converted into 1.40 shares of TowneBank common stock.
- F4Pursuant to the Agreement and Plan of Reorganization, each option to purchase shares of Franklin common stock, whether vested or unvested, that was outstanding immediately prior to the effective date of the merger was converted into cash in an amount equal to the product of (i) the average of the closing price per share of TowneBank common stock for a specified period prior to the closing date of the merger multiplied by the exchange ratio minus the per share exercise price of such option, and (ii) the number of shares of Franklin common stock subject to such option.