SEC Form 4 · accession 0001437749-15-006790
BAYLAKE CORP · BYLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Gilson
Officer — Market Pres.- Lakeshore Region
Period of report
Apr 1, 2015
Accepted (ET)
Apr 2, 2015 · 3:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000275119
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 1, 2015 | C | 2,500 | $5.00 | A | 42,157 | I | By IRA |
| Common Stock | holding | — | — | — | 7,138 | D | ||
| Common Stock | holding | — | — | — | 2,248 | I | By Son | |
| Restricted Stock UnitsF1 | holding | — | — | — | 835 | D | ||
| Restricted Stock UnitsF2 | holding | — | — | — | 1,670 | D | ||
| Restricted Stock UnitsF3 | holding | — | — | — | 1,673 | D | ||
| Restricted Stock UnitsF4 | holding | — | — | — | 690 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10% Convertible Promissory Notes due 2017F5,F6,F7 | $5.00 | Apr 1, 2015 | C | — | D | — | Jun 30, 2017 | Common Stock | 2,500 | 0 | I |
| Stock OptionsF8 | $4.15 | holding | — | — | — | — | Mar 15, 2021 | Common Stock | 4,177 | 4,177 | D |
| Stock OptionsF9 | $6.20 | holding | — | — | — | — | Apr 1, 2022 | Common Stock | 4,177 | 4,177 | D |
| Stock OptionsF10 | $9.50 | holding | — | — | — | — | Mar 19, 2023 | Common Stock | 3,423 | 3,423 | D |
| Stock OptionsF11 | $13.90 | holding | — | — | — | — | Mar 18, 2024 | Common Stock | 3,681 | 3,681 | D |
Explanation of responses
- F1The aggregate restricted stock units were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
- F10The aggregate stock options were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
- F11The aggregate stock options were granted on 3/18/2014 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
- F2The aggregate restricted stock units were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
- F3The aggregate restricted stock units were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
- F4The aggregate restricted stock units were granted on 3/18/2014 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
- F5The convertible promissory note is convertible into shares of common stock at a conversion ratio of one share of common stock for each $5.00 in aggregate principal amount held on the record date of the conversion, subject to adjustment for stock dividends, stock-splits, repurchases or reclassifications, as described in the security.
- F6The holder of the convertible promissory note may, at the option of the holder, convert up to the full principal amount of the convertible promissory notes into shares of common stock at any time prior to redemption or maturity. On October 1, 2014, up to one-half of the original principal amount of the convertible promissory note will automatically convert into shares of common stock.
- F7June 30, 2017, is the stated maturity date of the convertible promissory notes.
- F8The aggregate stock options were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
- F9The aggregate stock options were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.