SEC Form 4 · accession 0001127602-16-044046

NEWBRIDGE BANCORP · NBBC

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

Reporting owner

Richard Monroe Cobb

Officer — SVP, CAO, & Controller

Period of report

Mar 1, 2016

Accepted (ET)

Mar 1, 2016 · 12:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000714530

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Class A Common Stock^F1	Mar 1, 2016	D	17,400	—	D	D
Class A Common Stock^F1	Mar 1, 2016	D	9,000	—	D	I	By IRA
Class A Common Stock^F1	Mar 1, 2016	D	31,295	—	D	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (Right to Buy)^F3,F2	$9.82	Mar 1, 2016	D	3,000	D	—	Jan 22, 2018	Class A Common Stock	3,000	D
Restricted Stock Units^F5,F4	—	Mar 1, 2016	D	3,077	D	—	—	Class A Common Stock	3,077	D
Restricted Stock Units^F6,F4	—	Mar 1, 2016	D	2,731	D	—	—	Class A Common Stock	2,731	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger between Yadkin Financial Corporation ("Yadkin") and issuer, dated October 12, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into Yadkin, effective March 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.50 shares of Yadkin common stock. 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 Yadkin and converted into a stock option to purchase shares of Yadkin 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 1,500 shares of Yadkin common stock for $19.64 per share.
F4Each restricted stock unit represents the contingent right to receive one share of issuer common stock upon vesting of the unit.
F5These restricted stock units remained unvested at the effective time of the Merger and were converted into 1,538 restricted stock units of Yadkin common stock.
F6These restricted stock units became fully vested at the effective time of the Merger and were converted into 1,365 restricted stock units of Yadkin common stock.