SEC Form 4 · accession 0001127602-15-023890
SUSQUEHANNA BANCSHARES INC · SUSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Morello
Director
Period of report
Aug 1, 2015
Accepted (ET)
Aug 3, 2015 · 3:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000700863
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 1, 2015 | D | 114,272 | — | D | 0 | D | |
| Common StockF3,F2 | Aug 1, 2015 | D | 42,000 | — | D | 0 | I | By Spouse |
| Common StockF2 | Aug 1, 2015 | D | 37,857 | — | D | 0 | I | By Daughter |
| Common StockF2 | Aug 1, 2015 | D | 1,250 | — | D | 0 | I | By Daughter's IRA Account |
| Common StockF2 | Aug 1, 2015 | D | 35,830 | — | D | 0 | I | By Son |
| Common StockF2 | Aug 1, 2015 | D | 1,250 | — | D | 0 | I | By Son's IRA Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF5,F4 | $23.80 | Aug 1, 2015 | D | 3,000 | D | — | Jul 19, 2016 | Common Stock | 3,000 | 0 | D |
| Stock OptionF6,F4 | $24.26 | Aug 1, 2015 | D | 3,000 | D | — | Feb 28, 2017 | Common Stock | 3,000 | 0 | D |
| Stock OptionF7,F4 | $21.82 | Aug 1, 2015 | D | 3,000 | D | — | Feb 27, 2018 | Common Stock | 3,000 | 0 | D |
| Stock OptionF8,F4 | $8.77 | Aug 1, 2015 | D | 3,000 | D | — | Feb 27, 2019 | Common Stock | 3,000 | 0 | D |
| Stock OptionF9,F4 | $8.28 | Aug 1, 2015 | D | 3,000 | D | — | Jul 20, 2020 | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Adjusted to include 2,000 shares of issuer common stock transferred from shares beneficially owned indirectly through Stardust Development Co. LLC on June 11, 2015.
- F2Disposed of pursuant to the Agreement and Plan of Merger between BB&T Corporation ("BB&T") and issuer, dated November 11, 2014 (the "Merger Agreement"), pursuant to which issuer was merged with and into BB&T, effective August 1, 2015 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.253 shares of BB&T common stock and $4.05 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- F3Adjusted to include 2,000 shares of issuer common stock transferred from shares beneficially owned indirectly through Stardust Development Co. LLC on June 11, 2015.
- F4Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock (whether vested or unvested), which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically became fully vested and was assumed by BB&T and converted into a stock option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined under the Merger Agreement.
- F5This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $67.46 per share.
- F6This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $68.77 per share.
- F7This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $61.85 per share.
- F8This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $24.86 per share.
- F9This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $23.47 per share.