SEC Form 4 · accession 0000870385-17-000014
CAROLINA FINANCIAL CORP · CARO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerry L Rexroad
Officer — PRES & CEO · Director
Period of report
Feb 15, 2017
Accepted (ET)
Feb 16, 2017 · 2:23 pm EST
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 STOCK | Feb 15, 2017 | A | 750 | $0.00 | A | 296,255 | D | |
| COMMON STOCK | Feb 15, 2017 | A | 2,751 | $0.00 | A | 299,006 | D | |
| COMMON STOCK | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F1 | $30.90 | Feb 15, 2017 | A | 8,441 | A | — | Feb 15, 2027 | COMMON STOCK | 8,441 | 8,441 | D |
| RESTRICTED STOCK UNITSF2 | — | Feb 15, 2017 | A | 2,751 | A | — | — | COMMON STOCK | 2,751 | 2,751 | D |
Explanation of responses
- F1The stock option vests in three equal annual installments beginning on February 15, 2018.
- F2Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in one installment on December 31, 2018, subject to certain conditions related to the CARO's pretax operating EPS, as defined in the award. In order to vest any portion of the restricted stock units, CARO must achieve certain diluted pretax operating EPS, as defined, over the two-year period ending December 31, 2018. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted pretax operating EPS threshold, and 100% of the restricted stock units upon achieving the target CARO diluted pretax operating EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2019.