SEC Form 5 · accession 0000857855-15-000006
UNITED COMMUNITY BANKS INC · UCB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bill M Gilbert
Officer — SVP, DIRECTOR OF BANKING
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 2:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000857855
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 13, 2014 | F | 1,154 | $18.31 | D | 5,619 | D | |
| Common Shares IssuableF3,F2,F4 | Oct 1, 2014 | A | 28 | $16.36 | A | 15,563 | D | |
| Common Shares IssuableF3,F2,F4 | Dec 29, 2014 | A | 1 | $19.28 | A | 15,563 | D | |
| Common Stock (RSUs) | holding | — | — | — | 10,560 | D | ||
| Common Stock (PSUs) | holding | — | — | — | 24,640 | D | ||
| Common Stock | holding | — | — | — | 1,758 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 177 | I | Joanna Gilbert (spouse) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Options (right to buy)F5 | $111.20 | holding | — | — | — | — | May 16, 2015 | Common Stock | 739 | 739 | D |
| Non-Qualified Stock Options (right to buy)F6 | $111.20 | holding | — | — | — | — | May 16, 2015 | Common Stock | 196 | 196 | D |
| Non-Qualified Stock Options (right to buy)F7 | $138.80 | holding | — | — | — | — | Apr 26, 2016 | Common Stock | 1,143 | 1,143 | D |
| Non-Qualified Stock Options (right to buy)F8 | $147.60 | holding | — | — | — | — | Apr 25, 2017 | Common Stock | 1,247 | 1,247 | D |
| Non-Qualified Stock Options (right to buy)F9 | $66.40 | holding | — | — | — | — | May 5, 2018 | Common Stock | 1,559 | 1,559 | D |
| Non-Qualified Stock Options (right to buy)F10 | $31.50 | holding | — | — | — | — | Jun 22, 2019 | Common Stock | 1,411 | 1,411 | D |
Explanation of responses
- F1Represents shares of United Community Banks, Inc. Common Stock withheld to satisfy tax obligations upon vesting of Restricted Stock Units ("RSUs") and performance-based Restricted Stock Units ("PSUs").
- F10This option became exercisable to the extent of 25% of the shares optioned after one year from the date of grant (6/22/09), and 25% on each of the subsequent three anniversary dates thereafter.
- F2Reflects reclassification of RSUs into Common Stock and Phantom Stock pursuant to the United Community Banks, Inc. Deferred Compensation Plan.
- F3Represents acquisition of Phantom Stock pursuant to the United Community Banks Deferred Compensation Plan. Phantom Stock is to be settled in shares of Common Stock following the Reporting Person's termination of services.
- F4On June 30, 2014, all Common Shares Issuable changed from a unitized fund, where settlement was based on NAV, to a share-for-share phantom stock fund.
- F5This option became exercisable to the extent of 7% of the shares optioned after one year from the date of grant (5/16/05), 29% after two years from the date of grant, and 32% on each of the subsequent two anniversary dates thereafter.
- F6This option became exercisable to the extent of 91% of the shares optioned after one year from the date of grant (5/16/05), and 9% after two years from the date of grant.
- F7This option became exercisable to the extent of 25% of the shares optioned after one year from the date of grant (4/26/06), and 25% on each of the subsequent three anniversary dates thereafter.
- F8This option became exercisable to the extent of 25% of the shares optioned after one year from the date of grant (4/25/07), and 25% on each of the subsequent three anniversary dates thereafter.
- F9This option became exercisable to the extent of 25% of the shares optioned after one year from the date of grant (05/05/08), and 25% on each of the subsequent three anniversary dates thereafter.