| 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 SUSQUEHANNA BANCSHARES INC [ SUSQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2015 | ||||||||||||||||||||||||||
| 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 | 08/01/2015 | D | 31,473.525(1) | D | (2) | 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 | $21.82 | 08/01/2015 | D | 3,000 | (3) | 02/27/2018 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Stock Option | $8.77 | 08/01/2015 | D | 1,000 | (3) | 02/27/2019 | Common Stock | 1,000 | (5) | 0 | D | ||||
| Stock Option | $8.28 | 08/01/2015 | D | 3,000 | (3) | 07/20/2020 | Common Stock | 3,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 140.475 shares acquired through issuer's dividend reinvestment plan and 14.082 shares acquired through a broker-dealer dividend reinvestment plan since the last Form 4 filing. |
| 2. Disposed of pursuant to the Agreement and Plan of Merger between BB&T Corporation ("BB&T") and issuer, dated November 11, 2014 (the "Merger Agreement"), pursuant to which issuer was merged with and into BB&T, effective August 1, 2015 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.253 shares of BB&T common stock and $4.05 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock. |
| 3. Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock (whether vested or unvested), which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically became fully vested and was assumed by BB&T and converted into a stock option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined under the Merger Agreement. |
| 4. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $61.85 per share. |
| 5. This option was replaced with an option to purchase 352 shares of BB&T common stock for $24.86 per share. |
| 6. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $23.47 per share. |
| /s/ D. Scott Freed, attorney-in-fact for Scott J. Newkam | 08/03/2015 | |
| ** 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. | ||
