SEC Form 4 · accession 0001127602-15-023907

SUSQUEHANNA BANCSHARES INC · SUSQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Aug 1, 2015

Accepted (ET)

Aug 3, 2015 · 3:41 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 Stock^F1	Aug 1, 2015	D	172,290	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F3,F2	$8.93	Aug 1, 2015	D	4,371	D	—	Jul 17, 2018	Common Stock	4,371	0	D
Stock Option^F4,F2	$5.71	Aug 1, 2015	D	6,939	D	—	Nov 24, 2019	Common Stock	6,939	0	D

F1Disposed 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.
F2Pursuant 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.
F3This option was replaced with an option to purchase 1,542 shares of BB&T common stock for $25.32 per share.
F4This option was replaced with an option to purchase 2,448 shares of BB&T common stock for $16.19 per share.