| 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 National Commerce Corp [ NCOM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 04/01/2019 | 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 | 04/01/2019(1) | A | 3,438.1 | A | (2) | 3,438.1 | D | |||
| Common Stock | 04/01/2019(1) | F | 1,009.43(3) | D | $38.76(4) | 2,428.67 | D | |||
| Common Stock | 04/01/2019(1) | D | 2,428.67 | D | (5) | 0 | D | |||
| Common Stock | 04/01/2019(1) | D | 6,655 | D | (5) | 0 | I | By IRA | ||
| 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 | ||||||||
| Phantom Stock Units | (6) | 04/01/2019(1) | D | 1,513.76 | (7) | (7) | Common Stock | 1,513.76 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Although the reporting person became irrevocably bound to dispose of shares of the Issuer ("NCC") in connection with the merger of NCC with and into CenterState Bank Corporation ("CenterState"), with CenterState as the surviving company (the "Merger"), on the closing date of the Merger, March 29, 2019, none of the transactions reported in this Form 4 occurred until the effective time of the Merger (12:01 a.m. Eastern Time on April 1, 2019) (the "Effective Time"). |
| 2. Represents the vesting of outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which were to be measured over a performance period that was not completed prior to the Effective Time, in the amounts determined by the Compensation Committee of the NCC board of directors in accordance with the applicable award agreements and the Agreement and Plan of Merger by and between NCC and CenterState, dated November 23, 2018 (the "Merger Agreement"). |
| 3. Represents shares of NCC common stock withheld to satisfy tax obligations in connection with the vesting and settlement of the performance share awards described in footnotes 2 and 5 of this Form 4. |
| 4. Represents the closing price of NCC common stock on March 27, 2019, the most recent practicable date prior to the Effective Time for the calculation of such withholdings. |
| 5. Disposed of pursuant to the Merger Agreement in exchange for shares of CenterState common stock having a market value of $23.81 per share on March 29, 2019, the most recent practicable date prior to the Effective Time. Pursuant to the terms and conditions set forth in the Merger Agreement, (i) NCC's stockholders received 1.65 shares of CenterState common stock for each outstanding share of NCC common stock issued and outstanding immediately prior to the Effective Time, with cash payable in lieu of any fractional shares (the "Merger Consideration"), and (ii) the performance share awards were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration in respect of each share of NCC common stock underlying the performance share awards, net of the withholding taxes described in footnotes 3 and 4 of this Form 4. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of NCC common stock. |
| 6. Each of the phantom stock units is the economic equivalent of one share of NCC common stock. |
| 7. Pursuant to the Merger Agreement, the deferrals of NCC common stock representing equity awards and director fees credited to participant accounts under the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors were converted into the right to receive the Merger Consideration in respect of each such deferred share at the Effective Time. Immediately prior to such conversion, 444.43 shares of NCC common stock were withheld to satisfy tax obligations in connection with the conversion, calculated using the closing price of NCC common stock on March 27, 2019 ($38.76), the most recent practicable date prior to the Effective Time for the calculation of such withholdings. |
| Remarks: |
| The reference to the market value per share of CenterState common stock on March 29, 2019, the most recent practicable date prior to the Effective Time, in the footnote to the "Price" column in Table I of the reporting person's Form 4 filed with the SEC on April 1, 2019, which explains the Merger Consideration, incorrectly included the market value per share of NCC common stock on March 29, 2019 ($39.21 based on the closing price of NCC common stock on such date), instead of the market value per share of CenterState common stock on March 29, 2019 ($23.81 based on the closing price of CenterState common stock on such date). This amendment is being filed in order to correct said reference to the market value per share of CenterState common stock. |
| /s/ William E. Matthews, V, by power of attorney | 04/04/2019 | |
| ** 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. | ||
