SEC Form 4 · accession 0001140361-15-026193

· VYFC

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

Reporting owner

Edward Coleman Martin

Officer — EVP

Period of report

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 2:44 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	10,632	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option^F2	$13.10	Jul 1, 2015	D	2,000	D	—	Jul 27, 2016	Common Stock	2,000	D
Employee Stock Option^F3	$12.20	Jul 1, 2015	D	1,500	D	—	Mar 12, 2017	Common Stock	1,500	D
Employee Stock Option^F4	$10.25	Jul 1, 2015	D	1,250	D	—	Oct 25, 2017	Common Stock	1,250	D
Employee Stock Option^F5	$6.00	Jul 1, 2015	D	3,000	D	—	Dec 29, 2018	Common Stock	3,000	D
Employee Stock Option^F6,F2	$3.05	Jul 1, 2015	D	3,000	D	—	Dec 9, 2019	Common Stock	3,000	D
Employee Stock Option^F7	$10.63	Jul 1, 2015	D	600	D	—	Oct 17, 2023	Common Stock	600	D
Employee Stock Option^F8	$10.63	Jul 1, 2015	D	2,400	D	—	Oct 17, 2023	Common Stock	2,400	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 July 27, 2007, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2216 shares of BNC Bancorp common stock at a price of $11.82. All other terms remain the same.
F3This option, which provided for vesting in five equal annual installments beginning March 12, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1662 shares of BNC Bancorp common stock at a price of $11.01. All other terms remain the same.
F4This option, which was provided for vesting in five equal annual installments beginning October 25, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1385 shares of BNC Bancorp common stock at a price of $9.25 per share. All other terms remain the same.
F5This option, which provided for vesting in five equal annual installments beginning December 30, 2009, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 3324 shares of BNC Bancorp common stock at a price of $5.41. All other terms remain the same.
F6This 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 3324 shares of BNC Bancorp common stock at a price of $2.75 per share. All other terms remain the same.
F7This 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 664 shares of BNC Bancorp common stock at a price of $9.59 per share. All other terms remain the same.
F8This 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 2659 shares of BNC Bancorp common stock for a price of $9.59 per share. All other terms remain the same.