SEC Form 4 · accession 0000899243-15-001819
Great Western Bancorp, Inc. · GWB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NATIONAL AUSTRALIA BANK LTD
Director · 10% Owner
National Americas Holdings LLC
Director · 10% Owner
Period of report
Jul 24, 2015
Accepted (ET)
Jul 28, 2015 · 9:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001613665
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F4 | Jul 24, 2015 | D | 2,666,518 | $22.5013 | D | 13,819,596 | I | See footnote |
| Common Stock, par value $0.01 per shareF2,F3,F4 | Jul 27, 2015 | S | 12,563,269 | $22.5013 | D | 1,256,327 | I | See footnote |
| Common Stock, par value $0.01 per shareF2,F3,F4 | Jul 28, 2015 | S | 1,256,327 | $22.5013 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 24, 2015, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), and NAB entered into a share repurchase agreement (the "Repurchase Agreement") with Great Western Bancorp, Inc. (the "Company"), providing for the repurchase by the Company of 2,666,518 shares of common stock of the Company from NAH having an aggregate purchase price of approximately $60 million (the "Share Repurchase").
- F2On July 27, 2015, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), and NAB entered into an underwriting agreement (the "Underwriting Agreement") with the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule A thereto (the "Underwriters"), providing for the sale by NAH of 12,563,269 shares of common stock of the Company in an underwritten public offering (the "Offering") at a public share price of $23.50 per share. The Underwriting Agreement also granted the Underwriters an option to purchase up to an additional 1,256,327 shares of common stock of the Company from NAH within 30 days from the date of the Underwriting Agreement.
- F3(Continued From Footnote 2) On July 28, 2015, the Underwriters exercised the option in full. As a result, NAH agreed to sell 13,819,596 shares to the Underwriters at a price of $22.50125 per share of common stock. The closing is expected to occur on July 31, 2015. After the closing and the Share Repurchase, NAB and NAH will have fully divested their beneficial ownership of shares of the Company's common stock.
- F4These securities are owned of record by NAH. NAB, as the ultimate parent of NAH, is deemed to beneficially own all shares of common stock of the Company. The board of directors of NAB has the power to vote, or direct the vote of, and to dispose, or direct the disposition of, shares of common stock of the Company owned of record by NAH. Each of NAB and NAH may be deemed a director by deputization of the Company.