SEC Form 4 · accession 0001127602-16-044054
NEWBRIDGE BANCORP · NBBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Patterson
Director
Period of report
Mar 1, 2016
Accepted (ET)
Mar 1, 2016 · 12:12 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Mar 1, 2016 | D | 431,601 | — | D | 0 | D | |
| Class A Common StockF1 | Mar 1, 2016 | D | 43 | — | D | 0 | I | By Club |
| Class A Common StockF1 | Mar 1, 2016 | D | 54,000 | — | D | 0 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F3,F2 | $4.08 | Mar 1, 2016 | D | 47,058 | D | — | Aug 1, 2016 | Class A Common Stock | 47,058 | 0 | 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 23,529 shares of Yadkin common stock for $8.16 per share.