SEC Form 4 · accession 0001503249-15-000004
CAROLINA FINANCIAL CORP · CARO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L. Morrow
Officer — Executive Vice President · Director
Period of report
Jan 21, 2015
Accepted (ET)
Jan 23, 2015 · 11:32 am 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 | holding | — | — | — | 128,748 | D | ||
| Common Stock | holding | — | — | — | 4,104 | 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 | — | Jan 21, 2015 | A | 3,600 | A | — | — | Common Stock | 3,600 | 3,600 | D |
| Employee Stock Option (right to buy)F3 | $13.90 | Jan 21, 2015 | A | 11,710 | A | — | Jan 21, 2025 | Common Stock | 11,710 | 11,710 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of CARO common stock.
- F2The 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.
- F3The option vests in three equal annual installments beginning on January 21, 2016.