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 Community Bankers Trust Corp [ ESXB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2021 | ||||||||||||||||||||||||||
| 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 | 12/03/2021 | D | 15,727 | D | (1) | 0 | D | |||
| 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 | ||||||||
| Employee Stock Option | $2.86 | 12/03/2021 | D | 15,000 | (2) | 01/17/2023 | Common Stock | 15,000 | (11) | 0 | D | ||||
| Employee Stock Option | $3.8 | 12/03/2021 | D | 15,000 | (3) | 01/17/2024 | Common Stock | 15,000 | (11) | 0 | D | ||||
| Employee Stock Option | $4.37 | 12/03/2021 | D | 20,000 | (4) | 01/16/2025 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Employee Stock Option | $5.07 | 12/03/2021 | D | 20,000 | (5) | 01/22/2026 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Employee Stock Option | $7.4 | 12/03/2021 | D | 20,000 | (6) | 01/20/2027 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Employee Stock Option | $8.45 | 12/03/2021 | D | 20,000 | (7) | 01/19/2028 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Employee Stock Option | $7.7 | 12/03/2021 | D | 25,000 | (8) | 01/18/2029 | Common Stock | 25,000 | (11) | 0 | D | ||||
| Employee Stock Option | $9.45 | 12/03/2021 | D | 20,000 | (9) | 01/17/2030 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Employee Stock Option | $7.67 | 12/03/2021 | D | 20,000 | (10) | 02/19/2031 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Restricted Stock Units (performance-based) | (12) | 12/03/2021 | D | 5,000 | 12/31/2023 | (12) | Common Stock | 5,000 | (12) | 0 | D | ||||
| Explanation of Responses: |
| 1. The transaction reported is the disposition of shares of the Issuer's common stock pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United Bankshares, Inc. ("United") and the Issuer, pursuant to which the Issuer was merged with and into United effective December 3, 2021 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of the Issuer's common stock was converted into 0.3173 shares of United's common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock. |
| 2. The option vested in four equal annual installments beginning on January 17, 2014. |
| 3. The option vested in four equal annual installments beginning on January 17, 2015. |
| 4. The option vested in four equal annual installments beginning on January 16, 2016. |
| 5. The option vested in four equal annual installments beginning on January 22, 2017. |
| 6. The option vested in four equal annual installments beginning on January 20, 2018. |
| 7. The option vested and was to vest in four equal annual installments beginning on January 19, 2019. |
| 8. The option vested and was to vest in four equal annual installments beginning on January 18, 2020. |
| 9. The option vested and was to vest in four equal annual installments beginning on January 17, 2021. |
| 10. The option was to vest in four equal annual installments beginning on February 19, 2022. |
| 11. The option was assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with an option to purchase shares of United's common stock equal to the number of shares of the Issuer's common stock subject to such option multiplied by 0.3173, at an exercise price equal to the exercise price of such option divided by 0.3173. |
| 12. The restricted stock units were assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with the right to receive a number of shares of United's common stock equal to the vested number of shares of the Issuer's common stock multiplied by 0.3173. The vesting of the performance-based restricted stock units, and the corresponding issuance of shares of common stock, had been based on the Issuer's performance with respect to the return on average assets financial metric over the three-year period ending December 31, 2023. |
| /s/ John M. Oakey, III by power of attorney | 12/07/2021 | |
| ** 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. | ||