SEC Form 4 · accession 0000883948-19-000032
Atlantic Union Bankshares Corp · AUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Clarke
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 4:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000883948
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 1, 2019 | A | 548,909 | $0.00 | A | 548,909 | D | |
| Common StockF2 | Feb 1, 2019 | A | 69,168 | $0.00 | A | 69,168 | I | By spouse |
| Common StockF3 | Feb 1, 2019 | A | 59,869 | $0.00 | A | 59,869 | I | By spouse as Co-Trustee of spouse's parents |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option Right to Buy Common StockF4 | $24.43 | Feb 1, 2019 | A | 1,875 | A | Feb 1, 2019 | Jan 21, 2021 | Common Stock | 1,875 | 1,875 | D |
| Stock Option Right to Buy Common StockF5 | $37.10 | Feb 1, 2019 | A | 7,500 | A | Feb 1, 2019 | Feb 23, 2022 | Common Stock | 7,500 | 7,500 | D |
| Stock Option Right to Buy Common StockF6 | $31.83 | Feb 1, 2019 | A | 11,250 | A | Feb 1, 2019 | Jan 24, 2024 | Common Stock | 11,250 | 11,250 | D |
Explanation of responses
- F1Received in exchange for 731,879 shares of Access National Corporation ("Access") common stock in connection with the merger of Access with and into Union Bankshares Corporation ("Union") effective February 1, 2019 (the "Merger"). At the effective time of the Merger at 12:01 a.m. on February 1, 2019 (the "Effective Time"), each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
- F2Received in exchange for 92,224 shares of Access common stock in connection with the Merger. At the Effective Time, each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
- F3Received in exchange for 79,826 shares of Access common stock in connection with the Merger. At the Effective Time, each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
- F4Received in the Merger in exchange for a stock option to acquire 2,500 shares of Access common stock for $18.32 per share.
- F5Received in the Merger in exchange for a stock option to acquire 10,000 shares of Access common stock for $27.82 per share.
- F6Received in the Merger in exchange for a stock option to acquire 15,000 shares of Access common stock for $23.87 per share.