SEC Form 4 · accession 0001437749-16-023083
Park Sterling Corp · PSTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Whitten
Director
Period of report
Jan 1, 2016
Accepted (ET)
Jan 5, 2016 · 2:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507277
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 1, 2016 | A | 18,641 | — | A | 18,641 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of Park Sterling Corporation (the "Issuer") received in exchange for 32,454 shares of common stock of First Capital Bancorp, Inc. ("FCB") pursuant to the merger of FCB with and into the Issuer (the "Merger"), based on the assumption that an election was made to receive Issuer common stock with respect to 70% of the FCB common stock owned by the reporting person immediately prior to the effective time of the Merger. The exchange ratio in the Merger was 0.7748 shares of Issuer common stock for each share of FCB common stock, with fractional shares paid in cash. On December 31, 2015, the last trading day before the effective date of the merger, the closing price of the Issuer's common stock was $7.32 per share, and the closing price of FCB's common stock was $5.56 per share.
- F2Represents shares of common stock of the Issuer received in exchange for 6,000 warrants to purchase shares of FCB common stock (the "Warrants") pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to 70% of the Warrants owned by the reporting person immediately prior to the effective time of the Merger. The exchange ratio for the Warrants was 0.24755 shares of Issuer common stock for each FCB Warrant, with fractional shares paid in cash.
- F3The proration and allocation calculations provided for in the Agreement and Plan of Merger dated September 30, 2015 between FCB and the Issuer (the "Merger Agreement") have not been completed as of the date of this report. Accordingly, it is not possible to determine the exact number of shares of Issuer common stock to be received. Once the exact number of shares is determined, Mr. Whitten will file an amendment to this report including the number of shares of Issuer common stock received as merger consideration, if different than the number reported above.