SEC Form 4 · accession 0001281010-15-000003
PALMETTO BANCSHARES INC · PLMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roy D Jones
Officer — CFO & Treasurer
Period of report
Sep 1, 2015
Accepted (ET)
Sep 3, 2015 · 11:43 am 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 | 8,159 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $11.00 | Sep 1, 2015 | D | 11,250 | D | — | Jun 16, 2021 | Common Stock, $0.01 par vaule | 11,250 | 12,500 | D |
| Stock OptionsF3 | $12.96 | Sep 1, 2015 | D | 4,000 | D | — | Feb 20, 2024 | Common Stock, $0.01 par value | 4,000 | 8,500 | D |
| Stock OptionsF4 | $16.43 | Sep 1, 2015 | D | 8,500 | D | — | Dec 18, 2024 | Common Stock, $0.01 par value | 8,500 | 0 | D |
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.
- F2This option, which provided for the vesting in three equal installments beginning June 16, 2014, was cancelled in the merger in exchange for a gross cash payment of $102,785.95 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement).
- F3This option, which provided for the vesting in three equal installments beginning February 20, 2015, was cancelled in the merger in exchange for a gross cash payment of $28,706.12 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement).
- F4This option, which provided for the vesting in five equal installments beginning December 18, 2015, was cancelled in the merger in exchange for a gross cash payment of $31,505.50 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement).