SEC Form 5 · accession 0000857855-15-000014

UNITED COMMUNITY BANKS INC · UCB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rex S Schuette

Officer — EVP & CFO

Period of report

Dec 31, 2014

Accepted (ET)

Feb 17, 2015 · 6:04 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 Stock^F1,F2	Sep 13, 2014	F	2,005	$18.31	D	33,721	D
Common Shares Issuable^F3,F2,F4	Oct 1, 2014	A	64	$16.36	A	34,843	D
Common Shares Issuable^F3,F2,F4	Dec 29, 2014	A	1	$19.28	A	34,843	D
Common Stock (RSUs)	holding	—	—		—	18,348	D
Common Stock (PSUs)	holding	—	—		—	42,812	D
Common Stock	holding	—	—		—	16,414	I	By 401(k)
Common Stock	holding	—	—		—	1,800	I	Andrea Rafferty-Schuette (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 Option (right to buy)^F5	$111.20	holding	—	—	—	—	May 16, 2015	Common Stock	1,042	1,042	D
Non-Qualified Stock Option (right to buy)^F6	$111.20	holding	—	—	—	—	May 16, 2015	Common Stock	1,452	1,452	D
Non-Qualified Stock Option (right to buy)^F7	$138.80	holding	—	—	—	—	Apr 26, 2016	Common Stock	3,637	3,637	D
Non-Qualified Stock Option (right to buy)^F8	$147.60	holding	—	—	—	—	Apr 25, 2017	Common Stock	3,845	3,845	D
Non-Qualified Stock Option (right to buy)^F9	$66.40	holding	—	—	—	—	May 5, 2018	Common Stock	4,156	4,156	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").
F2Reflects reclassification of RSUs and PSUs 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, on a one-for-one basis, 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 40% of the shares optioned after three years from the date of grant (5/16/05), and 60% on the subsequent anniversary date.
F6This option became exercisable to the extent of 43% of the shares optioned after one year from the date of grant (5/16/05), 43% after two years, and 14% on the fourth anniversary of 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.