SEC Form 4/A · accession 0001313319-15-000002

PALMETTO BANCSHARES INC · PLMT

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Officer — CEO · Director

Period of report

Sep 1, 2015

Accepted (ET)

Sep 3, 2015 · 10:44 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 value^F1	Sep 1, 2015	D	70,448	—	D	0	D
Common Stock, $0.01 par value^F1	Sep 1, 2015	D	250	—	D	0	I	Custodian for Children

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F2	$10.40	Sep 1, 2015	D	192,308	D	—	May 19, 2021	Common Stock, $0.01 par value	192,308	0	D

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 May 19, 2014, was cancelled in the merger in exchange for a gross cash payment of $1,872,412.42 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).