SEC Form 4 · accession 0001104659-17-033252
MERCHANTS BANCSHARES INC · MBVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey L Davis
Director
Period of report
May 12, 2017
Accepted (ET)
May 16, 2017 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000726517
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 12, 2017 | D | 77,726 | — | D | 0 | D | |
| Common StockF3,F1,F2 | May 12, 2017 | D | 6,912 | — | D | 0 | I | By Trust |
| Common StockF3,F1,F2 | May 12, 2017 | D | 595 | — | D | 0 | I | By Family Trust |
| Common StockF3,F1,F2 | May 12, 2017 | D | 724 | — | D | 0 | I | By Child |
| Common StockF3,F1,F2 | May 12, 2017 | D | 1,260 | — | D | 0 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 22, 2016 (the "Merger Agreement"), between Merchants Bancshares, Inc. ("Merchants") and Community Bank System, Inc. ("Community Bank System"). Pursuant to the Merger Agreement, in exchange for each share of Merchants common stock the reporting person could elect to receive (i) $40.00 per share in cash without interest, (ii) 0.9630 shares of Community Bank System common stock, or (iii) a combination of $12.00 per share in cash without interest and 0.6741 shares of Community Bank System common stock.
- F2Any election by the reporting person is subject to proration procedures that are designed to ensure that the total amount of cash paid, and the total number of shares of Community Bank System common stock issued, in the merger will equal as nearly as practicable the total amount of cash and number of shares that would have been paid and issued if all of the Merchants stockholders received a combination of $12.00 per share in cash without interest and 0.6741 shares of Community Bank System common stock.
- F3The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.