SEC Form 4 · accession 0000706874-15-000004
PALMETTO BANCSHARES INC · PLMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Lynch
Director
Period of report
Sep 1, 2015
Accepted (ET)
Sep 3, 2015 · 2:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000706874
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | Sep 1, 2015 | D | 598 | — | D | 0 | D | |
| Common Stock, $0.01 par valueF2,F3,F1 | Sep 1, 2015 | D | 2,453,360 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Under the Agreement and Plan of Merger ("Merger Agreement"), dated April 22, 2015, between United Community Banks, Inc. ("United") and Palmetto Bancshares, Inc. ("Palmetto"), the holder has the right to elect to receive consideration of either 0.97 shares of United common stock or $19.25 in cash for each Palmetto common share, subject to proration to ensure that, in the aggregate, 70% of Palmetto's common shares will be converted into United stock. No fractional shares of United common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $21.15 (the calculation of which is defined in the Merger Agreement). As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.
- F2Patriot Financial Partners, GP, L.P. ("Patriot GP") is the sole general partner of each of Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (together, the "Funds"). Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP. Patriot Financial Partners GP, LLC ("Patriot LLC") is the general partner of Patriot GP. Accordingly, securities owned or deemed to be owned by Patriot GP may be regarded as being beneficially owned by Patriot LLC. Mr. Lynch is a general partner of Patriot GP and a member of Patriot LLC.
- F3Mr. Lynch, the Funds and the related entities disclaim beneficially ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that they are a beneficial owner of such securities for the purposes of Section 16.