SEC Form 4 · accession 0000099771-19-000035
TRINITY CAPITAL CORP · TRIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas M Lilly
Officer — Chief Credit Officer
Period of report
Mar 7, 2019
Accepted (ET)
Mar 7, 2019 · 6:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000099771
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Voting commons tockF1 | Apr 26, 2018 | F | 926 | $7.75 | D | 42,830 | D | |
| Voting common stockF2 | Feb 23, 2019 | F | 1,032 | $10.85 | D | 41,798 | D | |
| Voting common stockF3 | Mar 8, 2019 | A | 25,000 | $0.00 | A | 66,798 | D | |
| Voting common stockF4 | Mar 8, 2019 | F | 16,488 | $10.76 | D | 50,310 | D | |
| Voting common stockF5 | Mar 8, 2019 | D | 50,310 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on April 26, 2018. This transaction is being filed late due to inadvertent administrative error.
- F2Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on February 22, 2019. This transaction is being filed late due to inadvertent administrative error.
- F3Represents the acquisition of 25,000 shares of common stock underlying performance-based restricted stock units that were accelerated and fully vested in accordance with the terms of the Merger Agreement (defined below).
- F4Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of restricted stock units previously granted to the Reporting Person. The amount of shares of common stock withheld is based on the closing price on March 5, 2019.
- F5Pursuant to the Merger Agreement, upon closing of the merger, each share of common stock of the Issuer was converted into the right to receive $1.84 in cash and 0.1972 shares of EFSC (as defined below) common stock (together, the "Per Share Amount"), which fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $10.33 per share, based on the trading price of EFSC common stock as of the end of trading on March 7, 2019.
Remarks
All outstanding securities issued by Trinity Capital Corp (the "Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated November 1, 2018, (the "Merger Agreement") between the Issuer, its wholly owned subsidiary Los Alamos National Bank, Enterprise Financial Services Corp ("EFSC") and Enterprise Bank & Trust, pursuant to which, on March 8, 2019, the Issuer merged with and into EFSC, with EFSC being the surviving corporation.