SEC Form 4 · accession 0001014100-18-000013
BAY BANCORP, INC. · BYBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry D Pickett
Officer — EVP - CFO
Period of report
Apr 13, 2018
Accepted (ET)
Apr 16, 2018 · 12:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000859222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 13, 2018 | D | 57,486 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3,F2 | $5.15 | Apr 13, 2018 | D | 24,000 | D | — | Jan 2, 2024 | Common Stock | 24,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to a merger agreement between the issuer and Old Line Bancshares, Inc. (OLBK) in exchange for 23,500 shares of OLBK common stock having a market value of $32.36 per share on the effective date of the merger, and $9.15 in cash.
- F2The stock options were to vest in five equal annual installments beginning on the date of grant, but vesting was accelerated pursuant to the merger with OLBK.
- F3Pursuant to a merger agreement between the issuer and OLBK, the stock options were canceled in the merger in exchange for a cash payment of $200,640, representing the difference between (i) the adjusted value per option share of $13.51 and (ii) the exercise price per option share of $5.15.