SEC Form 4 · accession 0000870385-19-000003
CAROLINA FINANCIAL CORP · CARO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fowler C. Williams
Officer — CEO, Crescent Mortgage Company
Period of report
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 5:12 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 | Jan 23, 2019 | A | 2,214 | $0.00 | A | 29,469 | D | |
| Common Stock | Jan 24, 2019 | F | 228 | $33.87 | D | 29,241 | 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 UnitsF1 | — | Jan 23, 2019 | A | 2,214 | A | — | — | Common Stock | 2,214 | 2,214 | D |
Explanation of responses
- F1Each 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, 2020, subject to certain conditions related to the CARO's operating EPS, as defined in the award. In order to vest any portion of the restricted stock units, CARO must achieve certain diluted operating EPS, as defined, over the two-year period ending December 31, 2020. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted operating EPS threshold, 100% of the restricted stock units upon achieving the target CARO diluted operating EPS threshold, and 150% of the restricted stock units upon achieving a certain diluted operating EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2021.