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 Park Sterling Corp [ PSTB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/01/2016 | ||||||||||||||||||||||||||
| 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 | 01/01/2016 | A | 27,525 | A | (1)(2)(5) | 27,525 | D | |||
| Common Stock | 01/01/2016 | A | 67,843 | A | (3)(4)(5) | 67,843 | I | 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock of Park Sterling Corporation (the "Issuer") received in exchange for 49,951 shares of common stock of First Capital Bancorp, Inc. ("FCB") pursuant to the merger of FCB with and into the Issuer (the "Merger"), based on the assumption that an election was made to receive Issuer common stock with respect to 70% of the FCB common stock owned by the reporting person immediately prior to the effective time of the Merger. The exchange ratio in the Merger was 0.7748 shares of Issuer common stock for each share of FCB common stock, with fractional shares paid in cash. On December 31, 2015, the last trading day before the effective date of the merger, the closing price of the Issuer's common stock was $7.32, and the closing price of FCB's common stock was $5.56 per share. |
| 2. Represents shares of common stock of the Issuer received in exchange for 2,500 warrants to purchase shares of FCB common stock (the "Warrants") pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to 70% of the Warrants owned by the reporting person immediately prior to the effective time of the Merger. The exchange ratio for the Warrants was 0.24755 shares of Issuer common stock for each FCB Warrant, with fractional shares paid in cash. |
| 3. Represents shares of common stock of the Issuer received in exchange for 109,113 shares of common stock of FCB pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to 70% of the FCB common stock owned by the reporting person immediately prior to the effective time of the Merger. |
| 4. Represents shares of common stock of the Issuer received in exchange for 50,000 Warrants of FCB pursuant to the Merger, based on the owned by the reporting person immediately prior to the effective time of the Merger. |
| 5. The proration and allocation calculations provided for in the Agreement and Plan of Merger dated September 30, 2015 between FCB and the Issuer (the "Merger Agreement") have not been completed as of the date of this report. Accordingly, it is not possible to determine the exact number of shares of Issuer common stock to be received. Once the exact number of shares is determined, Mr. Grayson will file an ammendment to this report including the number of shares of Issuer common stock received as merger consideration, if different than the number reported above. |
| /s/ Grant S. Grayson, by Susan D. Sabo Power of Attorney | 01/04/2016 | |
| ** 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. | ||