| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CARDINAL FINANCIAL CORP [ CFNL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/21/2017 | D | 24,414 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $16.58 | 04/21/2017 | D | 11,969 | (2) | 02/13/2023 | Common Stock | 11,969 | (6) | 0 | D | ||||
| Stock Option | $16.54 | 04/21/2017 | D | 18,000 | (3) | 02/19/2024 | Common Stock | 18,000 | (6) | 0 | D | ||||
| Stock Option | $20.05 | 04/21/2017 | D | 10,500 | (4) | 03/18/2025 | Common Stock | 10,500 | (6) | 0 | D | ||||
| Stock Option | $19.18 | 04/21/2017 | D | 2,000 | (5) | 02/16/2026 | Common Stock | 2,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Effective April 21, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of August 17, 2016 (the "Merger Agreement"), by and among United Bankshares, Inc. ("United"), its subsidiary UBV Holding Company, LLC ("UBV") and Cardinal Financial Corporation ("Cardinal"), Cardinal merged with and into UBV, with UBV as the surviving company (the "Merger"). In the Merger, each share of Cardinal's common stock converted into 0.71 shares of United's common stock. |
| 2. The stock options vested as follows: 25% on February 13, 2013, and 25% on the anniversary date of the grant for three years. |
| 3. The stock options vested as follows: 1/3 on February 19, 2014 and 1/3 on the anniversary date of the grant for two years. |
| 4. The stock options vested as follows: 1/3 on March 18, 2015 and 1/3 on the anniversary date of the grant for two years. |
| 5. The stock options vested as follows: 1/3 on February 16, 2016 and 1/3 on the anniversary date of the grant for two years. |
| 6. This option was assumed by United in the Merger, fully vested, and replaced with an option to purchase shares of United common stock equal to the number of shares of Cardinal common stock subject to such option multiplied by 0.71, at an exercise price equal to the exercise price of such option divided by 0.71. |
| /s/ Jennifer L. Deacon, as Attorney in Fact | 04/26/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
