SEC Form 4 · accession 0000899243-17-014982
CASCADE BANCORP · CACB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis L Johnson
Director
Period of report
May 30, 2017
Accepted (ET)
Jun 1, 2017 · 3:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000865911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 30, 2017 | D | 7,779 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | $0.00 | May 30, 2017 | D | 4,569 | D | — | — | Common Stock | 4,569 | 0 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement (defined below), each outstanding share of common stock of the Issuer (defined below) was converted into the right to receive $1.91 in cash plus 0.14864 shares of First Interstate Class A common stock. First Interstate Class A common stock had a closing market value of $34.30 on the date of the merger.
- F2Pursuant to the Restricted Stock Unit Agreement between Mr. Johnson and the Issuer, the restricted stock units were held until Mr. Johnson's retirement or separation from the Issuer's board of directors.
- F3Pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer was cancelled in exchange for the right to receive cash in an amount equal to (i) $7.54 multiplied by (ii) the number of shares of Cascade common stock subject to such restricted stock unit.
Remarks
All outstanding securities and derivatives issued by Cascade Bancorp (the "Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated November 17, 2016, between First Interstate BancSystem, Inc. ("First Interstate"), and the Issuer (the "Merger Agreement"), pursuant to which, on May 30, 2017, Cascade Bancorp merged with and into First Interstate, with First Interstate surviving the merger.