SEC Form 4 · accession 0001600293-18-000001
CAROLINA FINANCIAL CORP · CARO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L. Morrow
Officer — Executive VP and Director · Director
Period of report
Jan 24, 2018
Accepted (ET)
Jan 26, 2018 · 12:25 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 StockF1 | Jan 24, 2018 | M | 3,110 | $0.00 | A | 152,112 | D | |
| Common Stock | Jan 24, 2018 | F | 1,384 | $38.77 | D | 150,728 | D | |
| Common Stock | Jan 24, 2018 | A | 521 | $0.00 | A | 151,249 | D | |
| Common Stock | Jan 24, 2018 | A | 1,677 | $0.00 | A | 152,926 | D | |
| Common Stock | holding | — | — | — | 5,904 | 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 | — | Jan 24, 2018 | M | 3,110 | A | — | — | Common Stock | 3,110 | 1,828 | D |
| Restricted Stock UnitsF2 | — | Jan 24, 2018 | A | 1,677 | A | — | — | Common Stock | 1,677 | 3,505 | D |
Explanation of responses
- F1These shares were issued upon the vesting of restricted stock units from January 2016.
- 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, 2019, 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, 2019. 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, 2020.