SEC Form 4 · accession 0001209191-16-147020
CommunityOne Bancorp · COB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Chandler Martin
Director
Period of report
Oct 26, 2016
Accepted (ET)
Oct 26, 2016 · 6:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000764811
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 26, 2016 | D | 5,000 | — | D | 0 | I | Spouse |
| Common StockF1 | Oct 26, 2016 | D | 23,575 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee StockF2 | $16.00 | Oct 26, 2016 | D | 1,977 | D | — | Oct 1, 2024 | Common Stock | 1,977 | 0 | D |
| Employee StockF2 | $16.00 | Oct 26, 2016 | D | 1,977 | D | — | Jul 31, 2025 | Common Stock | 1,977 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between the issuer and Capital Financial Bank. Pursuant to the merger agreement, as of the effective date, each issued and outstanding share of issuer common stock was converted into the right to receive either (i) $14.25 in cash or (ii) 0.43 shares of Capital Bank Financial Class A common stock, based on the holder's election and subject to proration. As a result of the merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- F2These options, which became fully vested as a result of the merger, were assumed by Capital Bank Financial in the merger and replaced with options exercisable for that number of whole shares of Capital Bank Financial Class A common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of issuer's common stock subject to such stock option multiplied by (ii) the exchange ratio, with an exercise price per share of Capital Bank Financial Class A common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of issuer common stock of such stock option by (B) the exchange ratio.