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 FOUR OAKS FINCORP INC [ FOFN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2017 | ||||||||||||||||||||||||||
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 | 11/01/2017 | D | 46,555 | D | (1)(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 |
Explanation of Responses: |
1. On Nov 1, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of June 26, 2017 (the "Merger Agreement"), by and among United Community Banks, Inc. ("United") and Four Oaks Fincorp, Inc. ("Four Oaks"), Four Oaks merged with and into United, with United surviving the merger (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, $1.00 par value per share, of Four Oaks issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Four Oaks, United, or any Four Oaks shareholders seeking statutory appraisal rights) was converted into the right to receive 0.6178 shares of United common stock, $1.00 par value per share (subject to the payment of cash in lieu of fractional shares) and $1.90 in cash (collectively, the "Merger Consideration"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of Four Oaks common stock. |
2. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of shares of Four Oaks common stock subject to vesting, repurchase or other lapse restriction ("Four Oaks Restricted Share Award") granted pursuant to Four Oaks' equity-based compensation plans, whether vested or unvested, that was outstanding as of immediately prior to the effective time of the Merger, became fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Four Oaks common stock underlying such Four Oaks Restricted Share Award. |
/s/ Wanda J. Blow, attorney-in fact | 11/03/2017 | |
** 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. |