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 Capital Bank Financial Corp. [ CBF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/26/2016 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock, par value $0.01 per share | 10/26/2016 | A | 27,184 | A | $0.00(1) | 27,184 | 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 | ||||||||
Common Stock Option (right to buy) | $37.21 | 10/26/2016 | A | 19,781 | (2) | 10/01/2024 | Class A Common Stock | 19,781 | (3) | 19,781 | D | ||||
Common Stock Option (right to buy) | $37.21 | 10/26/2016 | A | 2,528 | (2) | 10/01/2024 | Class A Common Stock | 2,528 | (4) | 2,528 | D | ||||
Common Stock Option (right to buy) | $37.21 | 10/26/2016 | A | 10,488 | (2) | 07/31/2025 | Class A Common Stock | 10,488 | (5) | 10,488 | D | ||||
Common Stock Option (right to buy) | $37.21 | 10/26/2016 | A | 11,821 | (2) | 07/31/2025 | Class A Common Stock | 11,821 | (6) | 11,821 | D |
Explanation of Responses: |
1. Received in exchange for 63,220 shares of CommunityOne Bancorp common stock in connection with the merger of CommunityOne Bancorp into Capital Bank Financial Corp. (the "Merger"). Pursuant to the Agreement and Plan of Merger, dated November 22, 2015, by and between Capital Bank Financial Corp. and CommunityOne Bancorp (the "Merger Agreement"), each issued and outstanding share of CommunityOne Bancorp was exchanged for either 0.43 shares of Capital Bank Financial Corp. Class A common stock or $14.25 in cash, subject to the election and proration procedures described in the Merger Agreement. |
2. Pursuant to the Merger Agreement, the option became fully vested on October 26, 2016. |
3. Received in the Merger in exchange for a stock option to acquire 46,004 shares of CommunityOne Bancorp common stock for $16.00 per share. |
4. Received in the Merger in exchange for a stock option to acquire 5,880 shares of CommunityOne Bancorp common stock for $16.00 per share. |
5. Received in the Merger in exchange for a stock option to acquire 24,392 shares of CommunityOne Bancorp common stock for $16.00 per share. |
6. Received in the Merger in exchange for a stock option to acquire 27,491 shares of CommunityOne Bancorp common stock for $16.00 per share. |
Remarks: |
/s/ Robert L. Reid | 10/26/2016 | |
** 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. |