County Bancorp (ICBK) Form 4 County Bancorp / John R. Fillingim 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^*

Fillingim John R.

(Last) (First) (Middle)

2400 S. 44TH STREET

(Street)

MANITOWOC WI 54220

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
County Bancorp, Inc. [ ICBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF CREDIT OFFICER

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)

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	12/03/2021		D		6,133	D	(1)	0	D

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
EMPLOYEE STOCK OPTION (right to buy)	$26	12/03/2021		D			3,847	06/11/2021	06/11/2028	COMMON STOCK	3,847	$9.44(2)	0	D
EMPLOYEE STOCK OPTION (right to buy)	$18.11	12/03/2021		D			1,788	03/12/2022	03/12/2029	COMMON STOCK	1,788	$17.33(3)	0	D
EMPLOYEE STOCK OPTION (right to buy)	$18.3	12/03/2021		D			4,676	03/13/2023	03/13/2030	COMMON STOCK	4,676	$17.14(4)	0	D

Explanation of Responses:

1. Each share of the issuer's common stock was disposed of pursuant to the Agreement and Plan of Merger between the issuer and Nicolet Bankshares, Inc. ("Nicolet") in exchange for either 0.48 shares of Nicolet common stock or $37.18 in cash. Each share of Nicolet common stock had a closing market value of $74.19 per share on the effective date of the merger.

2. This option was canceled in the merger in exchange for a cash payment of $9.44, representing the difference between the exercise price of the option and the product of the volume weighted average closing price of Nicolet common stock over the 20 trading day period immediately preceding the second trading day prior to December 3rd (equal to $73.84 per share) multiplied by the exchange ratio of 0.48.

3. This option was canceled in the merger in exchange for a cash payment of $17.33, representing the difference between the exercise price of the option and the product of the volume weighted average closing price of Nicolet common stock over the 20 trading day period immediately preceding the second trading day prior to December 3rd (equal to $73.84 per share) multiplied by the exchange ratio of 0.48.

4. This option was canceled in the merger in exchange for a cash payment of $17.14, representing the difference between the exercise price of the option and the product of the volume weighted average closing price of Nicolet common stock over the 20 trading day period immediately preceding the second trading day prior to December 3rd (equal to $73.84 per share) multiplied by the exchange ratio of 0.48.

Remarks:

	/s/ Timothy J. Schneider, POA	12/06/2021
	** 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).
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