SEC Form 4 · accession 0001140361-17-014535
MIDDLEBURG FINANCIAL CORP · MBRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Culver
Officer — EVP and COO
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 1:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914138
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2017 | F | 8,427 | $40.04 | D | 36,008 | D | |
| Common StockF2 | Apr 1, 2017 | D | 36,008 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF3 | $14.00 | Apr 1, 2017 | D | 5,073 | D | — | Mar 16, 2019 | Common Stock | 5,073 | 0 | D |
Explanation of responses
- F1Corrected to reflect shares that were inadvertently omitted from previous Forms 4 filed by the reporting person.
- F2Effective April 1, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of October 21, 2016 (the "Merger Agreement"), by and among Middleburg Financial Corporation ("Middleburg") and Access National Corporation ("Access"), Middleburg merged with and into Access, with Access as the surviving company (the "Merger"). In the Merger, each share of Middleburg's common stock converted into 1.3314 shares of Access's common stock.
- F3This option, which vested 25% on March 16, 2010, 25% on March 16, 2011 and the remaining 50% on March 16, 2012, was cancelled in the merger in exchange for a cash payment of $132,100, representing the difference between the closing price of Middleburg common stock on March 31, 2017 of $40.04 and the exercise price of the option.