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 United Community Bancorp [ UCBA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2018 | ||||||||||||||||||||||||||
| 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 | 09/14/2018 | D | 21,876 | D | $0.0000(1) | 0.0000 | D | |||
| Common Stock | 09/14/2018 | D | 31,111.904 | D | $0.0000(1) | 0.0000 | I | By 401(k) Plan | ||
| Common Stock | 09/14/2018 | D | 15,928.87 | D | $0.0000(1) | 0.0000 | I | By ESOP | ||
| Common Stock | 09/14/2018 | D | 2,714 | D | $0.0000(1) | 0.0000 | I | Restricted Stock | ||
| 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 Option (Right to Buy) | $11.33 | 09/14/2018 | D | 38,514 | (2) | 04/24/2024 | Common Stock | 38,514 | $0.0000(2) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 11, 2018, by and between Civista Bancshares, Inc. ("Civista"), Civista Bank, United Community Bancorp ("United Community Bancorp") and United Community Bank, pursuant to which United Community Bancorp merged with and into Civista, with Civista continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of United Community Bancorp common stock issued and outstanding immediately prior to such time (other than certain excluded common stock) was converted into the right to receive 1.027 shares of Civista common stock and $2.54. |
| 2. At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of March 11, 2018, by and between Civista, Civista Bank, United Community Bancorp and United Community Bank, all stock options were cancelled and the reporting person received a cash payment equal to $27.01 per share minus the applicable exercise price of such stock option multiplied by each stock option held. |
| Edward G. Olifer, Power of Attorney | 09/14/2018 | |
| ** 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. | ||