Entegra Financial (ENFC) Form 4 Entegra Financial / Douglas William Kroske 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^*

Kroske Douglas William

(Last) (First) (Middle)

14 ONE CENTER COURT

(Street)

FRANKLIN NC 28734

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Entegra Financial Corp. [ ENFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

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	12/31/2019		D		3,040	D	$30.18(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
Restricted Stock Units	(2)	12/31/2019		D			3,060	(3)	(4)	Common Stock	3,060	$30.18(7)	0	D
Stock Options	$30.55	12/31/2019		D			11,900	(5)	(6)	Common Stock	11,900	$0(8)	0	D

Explanation of Responses:

1. The common stock was disposed of in connection with the consummation of the merger between the Issuer and a direct, wholly-owned subsidiary of First-Citizens Bank & Trust Company (the "Merger"). The disposition was approved in advance by the Issuer's board of directors pursuant to Rule 16b-3(e), and, therefore, is exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act").

2. Each restricted stock unit represented the contingent right to receive one share of common stock upon vesting of the unit.

3. Restricted stock units were to vest in five equal annual installments beginning on 12/22/2018, the first anniversary of the date of grant.

4. No expiration date.

5. Stock options were to vest in five equal annual installments beginning on 12/22/2018, the first anniversary of the date of the grant.

6. Ten years from exercise date.

7. The restricted stock units were cancelled by an agreement between the Reporting Person and the Issuer in connection with the Merger. The disposition was approved in advance by the Issuer's board of directors pursuant to Rule 16b-3(e), and, therefore, is exempt from Section 16(b) of the Exchange Act.

8. The options were cancelled as a result of the Merger for no consideration. The cancellation for no value is, pursuant to Rule 16b-3(e), exempt from Section 16(b) of the Exchange Act.

	/s/ Ryan Scaggs, attorney-in-fact for Douglas William Kroske	01/03/2020
	** 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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