SEC Form 4
| 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 Independence Bancshares, Inc. [ IEBS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/23/2018 | ||||||||||||||||||||||||||
| 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 | 01/23/2018 | D | 1,250,000(1) | D | $0.125 | 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 | ||||||||
| Options | $0.01 | 01/23/2018 | D | 725,000 | (2) | 03/27/2023 | Common Stock | 725,000 | $0 | 0 | D | ||||
| Options | $0.01 | 01/23/2018 | D | 37,500 | (3) | 05/14/2025 | Common Stock | 37,500 | $0 | 0 | D | ||||
| Series A Preferred Stock | $1,000 | 01/23/2018 | J | 250(4) | (5) | (5) | Common Stock | 312,500 | $1,000 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to that certain Agreement and Plan of Merger dated as of September 25, 2017, between First Reliance Bancshares, Inc. (First Reliance), FR Merger Subsidiary, Inc. (Merger Sub), and Independence Bancshares, Inc. (Independence), pursuant to which Independence was merged with and into First Reliance (the Merger). At the effective time of the Merger, each share of Independence common stock was converted into the right to receive $0.125 in cash. |
| 2. Prior to the effective time of the Merger, all holders of options granted by Independence surrendered their rights under the options for a cash payment of $0.01 per share of common stock underlying the options. On March 27, 2013, the reporting person was granted an option to purchase 725,000 shares of common stock at $0.80 per share. The option immediately vested for 181,250 shares, or 25% of the shares. The option for the remaining 543,750 shares, or 75% of the shares, was to vest ratably every six months provided certain performance conditions with respect to Independence had been satisfied. |
| 3. On May 14, 2015, the reporting person was granted an option to purchase 37,500 shares of common stock at $0.65 per share. The option immediately vested for all of the shares. Prior to the effective time of the Merger, all holders of options granted by Independence surrendered their rights under the options for a cash payment of $0.01 per share of common stock underlying the options. |
| 4. Immediately prior to the effective time of the merger, each share of Independence Series A Preferred Stock was redeemed for its stated per share redemption price by the payment of cash in the amount of $1,000. |
| 5. Not Applicable |
| /s/Robert B. Willumstad | 01/25/2018 | |
| ** 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. | ||