SEC Form 4 · accession 0001140361-15-026187
VALLEY FINANCIAL CORP /VA/ · VYFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kimberly B Snyder
Officer — EVP
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 2:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000921590
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2015 | D | 8,364 | — | 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 OptionF2 | $10.63 | Jul 1, 2015 | D | 4,000 | D | — | Oct 17, 2023 | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Effective July 1, 2015, pursuant to an Agreement and Plan of Reorganization, dated as of November 17, 2014 (the "Merger Agreement"), by and among Valley Financial Corp and BNC Bancorp, Valley Financial Corp merged with and into BNC Bancorp, with BNC Bancorp as the surviving company (the "Merger"). In the Merger, each share of Valley Financial Corp's common stock converted into 1.1081 shares of BNC Bancorp's common stock.
- F2This option, which provided for vesting in five equal annual installments beginning October 18, 2014, was cancelled in the merger in exchange for a cash payment of $42,120, representing the difference between the exercise price of the option and the imputed cash value per share of Valley Financial Corp common stock based upon exchange ratio of 1.1081 ($21.16 per share).