SEC Form 4 · accession 0000922487-17-000023
ROYAL BANCSHARES OF PENNSYLVANIA INC · RBPAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Thompson
Officer — Executive Vice President & CFO
Period of report
Dec 15, 2017
Accepted (ET)
Dec 20, 2017 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000922487
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| ROYAL BANCSHARES OF PENNSYLVANIA CLASS A COMMONF1 | Dec 15, 2017 | D | 2,067 | — | 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 OPTIONSF1,F2 | $1.83 | Dec 15, 2017 | D | 3,334 | D | — | Feb 18, 2025 | Common Stock | 3,334 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger between Bryn Mawr Bank Corporation ("BMBC") and issuer, dated January 30, 2017 (the "Merger Agreement"), pursuant too which issuer was merged with and into BMBC, effective December 15, 2017 (the "Merger"). Pursuant to the Merger, each outstanding share of issuer's Class A common stock was exchanged for 0.1025 shares of BMBC common stock, and each outstanding share of issuer's Class B common stock was exchanged for 0.1179 shares of BMBC common stock. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- F2Pursuant to the Merger Agreement, each outstanding option to purchase shares of issuer's Class A common stock (whether vested or unvested) pursuant to issuer's equity-based compensation plans, which was outstanding and unexercised immediately prior to the effective time of the Merger, was canceled by the issuer in exchange for a cash payment equal to the positive difference between $4.19 and the corresponding exercise of such option on the effective date of the Merger.