SEC Form 4 · accession 0001520300-17-000019
ASB Bancorp Inc · ASBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Suzanne S DeFerie
Officer — President & CEO · Director
Period of report
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001520300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 1, 2017 | D | 42,980 | — | D | 0 | D | |
| Common StockF1,F3 | Oct 1, 2017 | D | 5,741 | — | D | 0 | I | By ESOP |
| Common StockF1,F4 | Oct 1, 2017 | D | 31,191 | — | D | 0 | I | By 401(k) Plan |
| Common StockF1 | Oct 1, 2017 | D | 10,277 | — | D | 0 | D | |
| Common StockF1 | Oct 1, 2017 | D | 5,000 | — | D | 0 | I | By Spouse |
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)F2 | $15.712 | Oct 1, 2017 | D | 74,544 | D | Feb 5, 2014 | Feb 5, 2023 | Common Stock | 74,544 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated May 1, 2017, between First Bancorp ("FBNC") and the issuer, pursuant to which the issuer was merged with and into FBNC effective October 1, 2017 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for the right to receive 1.44 shares of FBNC common stock or $41.90 in cash, subject to the total consideration in the Merger being 90% stock / 10% cash. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of issuer common stock.
- F2This option, which provided for the vesting in five equal annual installments beginning on February 5, 2014, the first anniversary of the date of the award, was cancelled in the Merger in exchange for a gross cash payment of $1,952,158.27. The cash payment was determined by multiplying (i) the number of shares of the issuer's common stock subject to such stock option (ii)$41.90 per share less the exercise price per share under such stock option.
- F3As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.
- F4Since the reporting person's last report, 39.6589 shares have been deducted.