SEC Form 4 · accession 0001140361-17-014580
SUFFOLK BANCORP · SCNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Orsino
Officer — EVP & CHIEF LENDING OFFICER
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 2:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000754673
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Suffolk Bancorp Common StockF1 | Apr 1, 2017 | D | 20,778 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Suffolk Bancorp OptionF2 | $14.03 | Apr 1, 2017 | D | 1,667 | D | Feb 4, 2014 | Feb 4, 2023 | Suffolk Bancorp Common Stock | 1,667 | 0 | D |
| Suffolk Bancorp OptionF2 | $14.03 | Apr 1, 2017 | D | 1,667 | D | Feb 4, 2015 | Feb 4, 2023 | Suffolk Bancorp Common Stock | 1,667 | 0 | D |
| Suffolk Bancorp OptionF2 | $14.03 | Apr 1, 2017 | D | 1,666 | D | Feb 4, 2016 | Feb 4, 2023 | Suffolk Bancorp Common Stock | 1,666 | 0 | D |
| Suffolk Bancorp OptionF2 | $12.44 | Apr 1, 2017 | D | 6,667 | D | Mar 9, 2013 | Mar 9, 2022 | Suffolk Bancorp Common Stock | 6,667 | 0 | D |
| Suffolk Bancorp OptionF2 | $12.44 | Apr 1, 2017 | D | 6,667 | D | Mar 9, 2014 | Mar 9, 2022 | Suffolk Bancorp Common Stock | 6,667 | 0 | D |
| Suffolk Bancorp OptionF2 | $12.44 | Apr 1, 2017 | D | 6,666 | D | Mar 9, 2015 | Mar 9, 2022 | Suffolk Bancorp Common Stock | 6,666 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 26, 2016 (the "Merger Agreement"), by and between Suffolk Bancorp ("Suffolk") and People's United Financial, Inc. ("People's United"), in exchange for 2.225 shares of common stock of People's United ("People's United Common Stock") per share of common stock of Suffolk ("Suffolk Common Stock"), having a market value per share of Suffolk of $40.495 (based on the value of 2.225 shares of People's United Common Stock at the close of trading on March 31, 2017, the closing date of the merger), with cash payable in lieu of any fractional shares.
- F2Pursuant to the Merger Agreement, each option granted by Suffolk to purchase shares of Suffolk Common Stock whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the merger fully vested and was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of Suffolk Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration (as defined below) over the exercise price per share of Suffolk Common Stock of such option, divided by (ii) $18.088, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding March 31, 2017 (the closing date of the merger), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" means $40.2458.