SEC Form 4 · accession 0001567619-18-007593
Poage Bankshares, Inc. · PBSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce VanHorn
Officer — President and CEO · Director
Period of report
Dec 7, 2018
Accepted (ET)
Dec 10, 2018 · 2:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001511071
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 7, 2018 | D | 18,450 | $0.00 | D | 0 | D | |
| Common StockF1 | Dec 7, 2018 | D | 5,805 | $0.00 | D | 0 | I | By IRA |
| Common StockF1 | Dec 7, 2018 | D | 1,782 | $0.00 | D | 0 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $15.00 | Dec 7, 2018 | D | 20,000 | D | Mar 18, 2015 | Mar 18, 2024 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 11, 2018, by and among City Holding Company ("City") and Poage Bankshares, Inc. ("Poage"). Poage merged with and into City, with City continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Poage common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.335 shares of City common stock.
- F2At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of July 11, 2018, by and among City and Poage, all stock options were cancelled and the reporting person received a cash payment equal to $24.44 per share minus the applicable exercise price of such option, multiplied by each stock option held