SEC Form 4 · accession 0001127602-16-044055
NEWBRIDGE BANCORP · NBBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pressley A Ridgill
Officer — President and CEO · 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 | 57,578 | — | D | 0 | D | |
| Class A Common StockF1 | Mar 1, 2016 | D | 37,588 | — | D | 0 | I | By IRA |
| Class A Common StockF1 | Mar 1, 2016 | D | 52,087 | — | D | 0 | I | Deferred Trust |
| Class A Common StockF1 | Mar 1, 2016 | D | 3,055 | — | D | 0 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | — | Mar 1, 2016 | D | 125,000 | D | — | — | Class A Common Stock | 125,000 | 0 | D |
| Restricted Stock UnitsF4,F2 | — | Mar 1, 2016 | D | 21,488 | D | — | — | Class A Common Stock | 21,488 | 0 | D |
| Restricted Stock UnitsF5,F2 | — | Mar 1, 2016 | D | 34,766 | D | — | — | Class A Common Stock | 34,766 | 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.
- F2Each restricted stock unit represents the contingent right to receive one share of issuer common stock upon vesting of the unit.
- F3These restricted stock units became fully vested at the effective time of the Merger and were converted into 62,500 restricted stock units of Yadkin common stock, subject to reduction, if necessary, to comply with Section 280G of the Internal Revenue Code of 1986, as amended.
- F4These restricted stock units remained unvested at the effective time of the Merger and were converted into 10,744 restricted stock units of Yadkin common stock.
- F5These restricted stock units became fully vested at the effective time of the Merger and were converted into 17,383 restricted stock units of Yadkin common stock.