SEC Form 4 · accession 0000899243-18-021315
PATHWARD FINANCIAL, INC. · CASH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William David Tull
Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 2, 2018 · 9:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000907471
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F7 | Aug 1, 2018 | A | 166,560 | — | A | 166,560 | I | See Footnote |
| Common StockF2,F7 | Aug 1, 2018 | A | 166,560 | — | A | 166,560 | I | See Footnote |
| Common StockF3,F7 | Aug 1, 2018 | A | 56,445 | — | A | 56,445 | I | See Footnote |
| Common StockF4 | Aug 1, 2018 | A | 4,759 | — | A | 4,759 | I | By Crestmark ESOP |
| Common StockF5 | Aug 1, 2018 | A | 21,200 | $0.00 | A | 21,200 | D | |
| Common StockF6 | Aug 1, 2018 | A | 542 | $0.00 | A | 21,742 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock, $0.01 par value per share ("Meta Common Stock"), of Meta Financial Group, Inc. ("Meta") received by W. David Tull Revocable Trust dated 8/22/17 (the "DT Trust") in exchange for 62,853 shares of common stock, no par value per share ("Crestmark Common Stock"), of Crestmark Bancorp, Inc. ("Crestmark") pursuant to the merger of Crestmark with and into Meta, with Meta continuing as the surviving entity (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of January 9, 2018, among, Meta, MetaBank, Crestmark and Crestmark Bank. As of the effective time of the Merger on August 1, 2018 (the "Effective Time"), each share of Crestmark Common Stock automatically converted into the right to receive 2.65 shares of Meta Common Stock along with cash in lieu of any fractional share (the "Merger Consideration"). The reporting person serves as sole trustee and is co-beneficiary of the DT Trust.
- F2Represents shares of Meta Common Stock received by Renee Tull Revocable Trust dated 8/22/17 (the "RT Trust") in exchange for 62,853 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person's wife is the trustee of the RT Trust, and the reporting person and the reporting person's wife are the co-beneficiaries of the RT Trust.
- F3Represents shares of Meta Common Stock received by the Helen P. Tull 2018 Trust u/a/d 6/27/2018 (the "HPT Trust") in exchange for 21,300 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person serves as co-trustee of the HPT Trust.
- F4Represents shares of Meta Common Stock received in exchange for 1,796 shares of Crestmark Common Stock held for the reporting person's account under the Crestmark Employee Stock Ownership Plan, which were acquired in exchange for shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.
- F5Represents shares of Meta Common Stock received by the reporting person in exchange for 8,000 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.
- F6Award granted pursuant to the Company's 2002 Omnibus Incentive Plan.
- F7The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.