SEC Form 4 · accession 0001247524-17-000082
National Commerce Corp · NCOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerry D Kimbrough
Other
Period of report
May 23, 2017
Accepted (ET)
May 24, 2017 · 3:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609951
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 23, 2017 | M | 2,376 | — | A | 24,242 | D | |
| Common StockF5 | May 23, 2017 | D | 1 | $37.90 | D | 24,241 | D | |
| Common Stock | holding | — | — | — | 36,495 | I | By IRA | |
| Common StockF4 | holding | — | — | — | 35,965 | I | By Acton Investors, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF2,F1,F3 | — | May 23, 2017 | A | 99 | A | — | — | Common Stock | 99 | 2,376 | D |
| Phantom Stock UnitsF1 | — | May 23, 2017 | M | 2,376 | D | May 23, 2017 | May 23, 2017 | Common Stock | 2,376 | 0 | D |
Explanation of responses
- F1Each of the phantom stock units is the economic equivalent of one share of the Issuer's common stock. On May 23, 2017, in connection with the reporting person's retirement from the Issuer's board of directors, all of the reporting person's phantom stock units were settled for an equal number of shares of the Issuer's common stock.
- F2Reflects phantom stock units acquired through participation in the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors (the "Deferral Plan").
- F3The phantom stock units are settled in shares of the Issuer's common stock in accordance with the Deferral Plan at the end of the deferral period. Under the Deferaal Plan, the deferral period terminated upon the reporting person's retirement from the Issuer's board of directors on May 23, 2017.
- F4Acton Investors, LLC is owned by the reporting person's spouse and three children and a trust for which the reporting person's spouse serves as trustee and of which the reporting person's spouse and three children are the beneficiaries.
- F5Represents the fraction of a share of the Issuer's common stock otherwise issuable to the reporting person for which cash was paid in lieu of the issuance of a fractional share, based on the closing price of the Issuer's common stock on Nasdaq on the transaction date.