| 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 PALMETTO BANCSHARES INC [ PLMT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/01/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 09/03/2015 | 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, $0.01 par value | 09/01/2015 | D | 70,448 | D | (1) | 0 | D | |||
| Common Stock, $0.01 par value | 09/01/2015 | D | 250 | D | (1) | 0 | I | Custodian for Children | ||
| 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 Options | $10.4 | 09/01/2015 | D | 192,308 | (2) | 05/19/2021 | Common Stock, $0.01 par value | 192,308 | $9.74 | 0 | D | ||||
| Explanation of Responses: |
| 1. Under the Agreement and Plan of Merger ("Merger Agreement"), dated April 22, 2015, between United Community Banks, Inc. ("United") and Palmetto Bancshares, Inc. ("Palmetto"), the holder has the right to elect to receive consideration of either 0.97 shares of United common stock or $19.25 in cash for each Palmetto common share, subject to proration to ensure that, in the aggregate, 70% of Palmetto's common shares will be converted into United stock. No fractional shares of United common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $21.15 (the calculation of which is defined in the Merger Agreement). As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person. |
| 2. This option, which provided for the vesting in three equal installments beginning May 19, 2014, was cancelled in the merger in exchange for a gross cash payment of $1,872,412.42 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement). |
| Lauren S Greer, with POA, Director of Accounting and Finance, The Palmetto Bank, a wholly-owned subsidiary of Palmetto Bancshares, Inc. | 09/03/2015 | |
| ** 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. | ||
