SEC Form 4 · accession 0001209191-15-038444
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
10% Owner
Period of report
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 4:32 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,F2,F3 | Apr 30, 2015 | S | 20,000,000 | $20.5863 | D | 19,486,114 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F2,F3 | May 1, 2015 | S | 3,000,000 | $20.5863 | D | 16,486,114 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 30, 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 Great Western Bancorp, Inc. (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 of by NAH 20,000,000 shares of common stock of the Company in an underwritten public offering (the "Offering").
- F2(Continued from footnote 1) The Underwriting Agreement also granted the Underwriters an option to purchase up to an additional 3,000,000 shares of common stock of the Company from NAH within 30 days from the date of the Underwriting Agreement. On May 1, 2015, the Underwriters exercised the option in full. As a result, NAH has agreed to sell 23,000,000 shares to the Underwriters at a price of $20.58625 per share of common stock, representing 39.7% of the outstanding common stock of the Company. The closing is expected to occur on May 6, 2015.
- F3These 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.