SEC Form 4 · accession 0001209191-16-116604
ANCHOR BANCORP WISCONSIN INC · ABCW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley E Cooper
Director
Period of report
May 1, 2016
Accepted (ET)
May 2, 2016 · 10:27 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885322
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | May 1, 2016 | D | 879,376 | — | D | 0 | I | See Footnotes |
| Common StockF6,F3,F4,F5 | May 1, 2016 | D | 444 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
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.
- F3Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Bradley E. Cooper (the "Reporting Person") is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Anchor BanCorp Wisconsin Inc.'s (the "Company") common stock beneficially owned in excess of his pecuniary interest.
- F4The Reporting Person is a partner and senior vice president of Capital Z Partners III GP, Ltd., which is the general partner of Capital Z Partners III GP, L.P., which is the general partner of Capital Z Partners III, L.P. ("Cap Z III"), which holds the 878,820 shares (the "Shares") of the Company common stock reported herein.
- F5Because of the Reporting Person's relationship to Cap Z III, the Reporting Person may be deemed to beneficially own the Shares to the extent of the greater of his direct or indirect pecuniary interest in the profits or capital accounts of Cap Z III. The Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F6In 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.