Daryl G BYRD Form 4 IBERIABANK / DARYL G BYRD ownership change

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^*

BYRD DARYL G

(Last) (First) (Middle)

200 WEST CONGRESS STREET

(Street)

LAFAYETTE LA 70501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IBERIABANK CORP [ IBKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT, CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	07/01/2020		F		21,891(1)	D	$43.08	315,305	D
Common Stock	07/01/2020		A		22,024(2)	A	(3)	337,329	D
Common Stock	07/01/2020		J		337,329	D	$0.00(4)	0.00	D
Common Stock	07/01/2020		J		13,704.76(5)	D	$0.00(4)	0.00	I	By 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Phantom Stock	(6)	07/01/2020	07/01/2020	J			17,276.3431	(7)	(7)	Common Stock	17,276.3431	$0.00	0.00	D

Explanation of Responses:

1. TAX WITHHOLDING OF SHARES ASSOCIATED WITH THE ACCELERATED VESTING OF PRIOR RESTRICTED STOCK AWARDS AND RESTRICTED SHARE UNITS.

2. DELIVERY OF SHARES OF COMMON STOCK IN SETTLEMENT OF PERFORMANCE UNITS UPON VESTING.

3. EACH RESTRICTED SHARE UNIT IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF IBKC COMMON STOCK.

4. DISPOSED OF PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2019, BY AND BETWEEN FIRST HORIZON NATIONAL CORPORATION ("FIRST HORIZON") AND IBERIABANK CORPORATION ("IBKC"). IBKC MERGED WITH AND INTO FIRST HORIZON, WITH FIRST HORIZON CONTINUING AS THE SURVIVING ENTITY (THE "MERGER"). AT THE EFFECTIVE TIME OF THE MERGER ON JULY 1, 2020, EACH OUTSTANDING SHARE OF IBKC COMMON STOCK WAS CONVERTED INTO THE RIGHT TO RECEIVE 4.584 SHARES OF FIRST HORIZON COMMON STOCK AND CASH IN LIEU OF FRACTIONAL SHARES.

5. SHARES ACQUIRED THROUGH THE COMPANY'S 401(K) PLAN SINCE THE REPORTING PERSON'S LAST FORM 4 FILING.

6. EACH SHARE OF PHANTOM STOCK REPRESENTS THE RIGHT TO RECEIVE THE CASH VALUE OF ONE SHARE OF IBKC COMMON STOCK.

7. EACH SHARE OF IBKC PHANTOM STOCK REPRESENTED THE RIGHT TO RECEIVE THE CASH VALUE OF ONE SHARE OF IBKC COMMON STOCK PURSUANT TO THE IBKC NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN"). THE PLAN WAS ASSUMED BY FIRST HORIZON AND THE AWARD WAS REPLACED WITH FIRST HORIZON PHANTOM STOCK BASED ON THE MERGER CONVERSION RATIO.

Remarks:

	/s/ Michelle L. Vallot, as attorney in fact for Daryl G. Byrd	07/02/2020
	** 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).
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