SEC Form 4 · accession 0001225208-18-007193
Clifton Bancorp Inc. · CSBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul M Aguggia
Officer — Chairman, President & CEO · Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 3, 2018 · 5:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 2, 2018 | D | 84,630 | $0.00 | D | 0 | D | |
| Common StockF1 | Apr 2, 2018 | D | 10,347 | $0.00 | D | 0 | I | By ESOP |
| Common StockF1 | Apr 2, 2018 | D | 50,000 | $0.00 | D | 0 | I | By IRA |
| Common StockF2 | Apr 2, 2018 | D | 33,782 | $0.00 | D | 0 | I | By SERP |
| Common StockF1 | Apr 2, 2018 | D | 81,885 | $0.00 | D | 0 | I | By Stock Award |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock OptionF3 | $13.84 | Apr 2, 2018 | D | 21,675 | D | Sep 2, 2016 | Sep 2, 2025 | Common Stock | 21,675 | 0 | D |
| Non-Qualified Stock OptionF3 | $13.84 | Apr 2, 2018 | D | 162,567 | D | Sep 2, 2016 | Sep 2, 2025 | Common Stock | 162,567 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 1, 2017, by and among Kearny Financial Corp. ("Kearny") and Clifton Bancorp Inc. ("Clifton"). Clifton merged with and into Kearny, with Kearny continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Clifton common stock issued and outstanding immediately prior to such time was converted into the right to receive 1.191 shares of Kearny common stock.
- F2The Amended and Restated Clifon Savings Bank Supplemental Executive Retirement Plan ("SERP") was terminated in connection with the Merger. Shares held by SERP were exchanged for a lump sum cash payment.
- F3At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of November 1, 2017, by and among Kearny Financial Corp. and Clifton Bancorp Inc., all stock options were cancelled and the reporting person received a cash payment equal to $18.25 per share minus the applicable exercise price of such stock option multiplied by each stock option held.