SEC Form 4 · accession 0001140361-15-026189

· VYFC

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

Reporting owner

Officer — EVP

Period of report

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 2:40 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 Stock^F1	Jul 1, 2015	D	4,674	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option^F2	$3.05	Jul 1, 2015	D	600	D	—	Dec 9, 2019	Common Stock	600	0	D
Employee Stock Option^F3	$10.63	Jul 1, 2015	D	2,400	D	—	Oct 17, 2023	Common Stock	2,400	0	D

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 December 10, 2010 was assumed by BNC Bancorp in the merger, fully vested and replaced with an option to purchase 664 shares of BNC Bancorp common stock at a price of $2.75 per share. All other terms remain the same.
F3This option, which provided for vesting in five equal annual installments beginning October 18, 2014 was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2,659 shares of BNC Bancorp common stock at a price of $9.59 per share. All other terms remain the same.