SEC Form 4 · accession 0000870385-15-000026
CAROLINA FINANCIAL CORP · CARO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerry L Rexroad
Officer — President & CEO · Director
Period of report
Jul 22, 2015
Accepted (ET)
Aug 24, 2015 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000870385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | Jul 22, 2015 | A | 510 | $0.00 | A | 299,199 | D | |
| COMMON STOCKF1 | holding | — | — | — | 11,040 | I | BY SPOUSE |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITSF1,F2,F3 | — | holding | — | — | — | — | — | COMMON STOCK | 4,320 | 4,320 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F5,F6 | $4.17 | holding | — | — | — | — | Apr 24, 2023 | COMMON STOCK | 78,902 | 78,902 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F1,F4 | $11.58 | holding | — | — | — | — | Jan 21, 2025 | COMMON STOCK | 24,590 | 24,590 | D |
Explanation of responses
- F1ON JUNE 22, 2015, THE COMPANY DECLARED A 6-FOR-5 STOCK DIVIDEND,TO SHAREHOLDERS OF RECORD AS OF JULY 15, 2015. THE CURRENT SHARES AS WELL AS THE REPORTING PERSON'S HOLDINGS HAVE BEEN ADJUSTED FOR THE 20% DIVIDEND.
- F2EACH RESTRICTED STOCK UNIT REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF CARO COMMON STOCK.
- F3THE RESTRICTED STOCK UNITS VEST IN ONE INSTALLMENT ON DECEMBER 31, 2016, SUBJECT TO CERTAIN CONDITIONS RELATED TO CARO OPERATING EPS. IN ORDER TO VEST ANY PORTION OF THE RESTRICTED STOCK UNITS, CARO MUST ACHIEVE CERTAIN OPERATING EPS OVER THE TWO-YEAR PERIOD ENDING DECEMBER 31, 2016. THE PARTICIPANT CAN EARN 50% OF THE RESTRICTED STOCK UNITS UPON CARO ACHIEVING A MINIMUM OPERATING EPS THRESHOLD, AND 100% OF THE RESTRICTED STOCK UNITS UPON ACHIEVING THE TARGET CARO OPERATING EPS. VESTED SHARES, IF ANY, WILL BE DELIVERED TO THE REPORTING PERSON BY MARCH 31, 2017.
- F4THE OPTION VESTS IN THREE EQUAL ANNUAL INSTALLMENTS BEGINNING ON JANUARY 21, 2016.
- F5ADJUSTED FOR THE NOVEMBER 14, 2014 TWO-FOR-ONE STOCK SPLIT AND THE JULY 15, 2015 SIX-FOR-FIVE DIVIDEND.
- F6THE OPTION VESTS IN TWO EQUAL ANNUAL INSTALLMENTS BEGINNING ON APRIL 25, 2014.