Scott Charles McLean Form 4 FIRST SOUTH BANCORP / Scott Charles McLean 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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X

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^*

McLean Scott Charles

(Last) (First) (Middle)

2703 FOREST GLEN DRIVE

(Street)

GREENVILLE NC 27858

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST SOUTH BANCORP INC /VA/ [ FSBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2017

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	10/12/2017		F		122	D	$18.7(2)	1,962	D
Common Stock	11/01/2017		D		1,962	D	(2)(3)	0	D
Common Stock	11/01/2017		D		6,480	D	(1)(4)	0	I	By 401(k)

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
Stock Options - ISO	$5.58	11/01/2017		D			3,750	(5)	10/27/2022	Common Stock	3,750	(5)	0	D
Stock Options - ISO	$5.58	11/01/2017		D			3,750	(5)	10/27/2022	Common Stock	3,750	(5)	0	D
Stock Options - ISO	$5.58	11/01/2017		D			2,500	(5)	10/27/2022	Common Stock	2,500	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 9, 2017 (the "Merger Agreement"), between Carolina Financial Corporation ("CARO") and the Issuer, pursuant to which the Issuer was merged with and into CARO effective November 1, 2017 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of issuer common stock.

2. 2,200 shares of Restricted Stock were granted on February 14, 2014. The shares vest and become earned in four equal annual installments of 550 shares each, beginning on February 14, 2015. The final vesting date of the last 550 share installment was accelerated to September 30, 2017, in connection with the merger of First South Bancorp, Inc., with and into Carolina Financial Corporation, less 122 shares withheld to pay for taxes incidental to the shares vested.

3. Represents shares of vested restricted stock. Each such share was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares) at the effective time of the Merger.

4. Between the date of Reporting Person's last Form 4 filing and the date of the current filing, a total of 11 shares of the Issuer's common stock were acquired under the 401(k) plan.

5. On November 1, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each unvested stock option that was outstanding immediately prior to the effective time of the Merger vested and was converted, at the election of the option holder, into the right to acquire shares of CARO common stock, as adjusted to reflect the exchange ratio of 0.5064.

	/s/ Scott C. McLean	11/02/2017
	** 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).
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