SEC Form 4 · accession 0001209191-16-116603

ANCHOR BANCORP WISCONSIN INC · ABCW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 1, 2016, Anchor BanCorp Wisconsin Inc. ("Anchor") completed the previously announced merger (the "Merger") of Anchor with and into Old National Bancorp ("Old National"), pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016, by and between Anchor and Old National (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of Anchor common stock issued and outstanding immediately prior to the effective time of the Merger, was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash. In accordance with the terms of the Merger Agreement, each restricted stock award granted prior to January 11, 2016 that was outstanding immediately prior to the effective time of the Merger fully vested and was cancelled and converted into the right to (continued in footnote 2)
• F2(continued from footnote 1) receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash.
• F3Directly owned by Capital Z Partners III, L.P. ("Cap Z III"). Capital Z Partners III GP, L.P. ("Cap Z III GP") is the sole general partner of Cap Z III. Capital Z Partners III GP, Ltd. ("Cap Z III GP Ltd." and, together with Cap Z III and Cap Z III GP, the "Filing Persons") is the sole general partner of Cap Z III GP and the ultimate general partner of Cap Z III. Cap Z III, Cap Z III GP and Cap Z III GP Ltd. may be deemed to be part of a "group" (within the meaning of Rule 13d-5(b) under the Securities Exchange of 1934, as amended and incorporated by reference in Rule 16a-1 of the Exchange Act) but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.
• F4In accordance with the terms of the Merger Agreement, each restricted stock award granted after January 11, 2016 that was outstanding immediately prior to the effective time of the Merger converted into a restricted stock award of Old National common shares on the terms specified in the Merger Agreement.

Remarks

Pursuant to the terms of a Stock Purchase Agreement between Cap Z III and Anchor BanCorp Wisconsin Inc. ("Anchor BanCorp"), Cap Z III designated Bradley Cooper for appointment to the board of directors of Anchor BanCorp. On December 18, 2013, Mr. Cooper was appointed a director to the Board of Directors of Anchor BanCorp Wisconsin, Inc. Therefore, each of the Filing Persons may be deemed to be a director by deputization. See Exhibit 99.1 Joint Filer Information.