Barr George Form 4 First Community Financial Partners / George Barr 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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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^*

Barr George

(Last) (First) (Middle)

2801 BLACK ROAD

(Street)

JOLIET IL 60435

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
First Community Financial Partners, Inc. [ FCFP ]

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)
07/02/2017

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	07/02/2017		D		12,200	D	(1)	0	I	By minor child
Common Stock	07/02/2017		D		15,000	D	(1)	0	I	By a trust which Mr. Barr is trustee
Common Stock	07/02/2017		D		268,590	D	(1)	0	D
Common Stock	07/02/2017		D		355,492	D	(1)	0	I	By spouse
Common Stock	07/02/2017		D		22,039	D	(1)	0	I	By The Barr Group profit sharing plan

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
Stock Options	$5	07/02/2017		D			34,900	(2)	07/21/2019	Common Stock	0.0	(2)	0	D
Stock Options	$5.2	07/02/2017		D			5,000	(2)	01/01/2025	Common Stock	0.0	(2)	0	D
Stock Options	$7.24	07/02/2017		D			15,000	(2)	01/01/2026	Common Stock	0.0	(2)	0	D
Stock Options	$11.7	07/02/2017		D			15,000	(2)	01/01/2028	Common Stock	0.0	(2)	0	D

Explanation of Responses:

1. On July 2, 2017, First Busey Corporation ("BUSE") completed the previously announced merger of First Community Financial Partners, Inc. ("FCFP") with and into BUSE, pursuant to the Agreement and Plan of Merger, dated February 6, 2017, by and between BUSE and FCFP (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the merger, the shares of FCFP common stock were converted into the right to receive $1.35 in cash and 0.396 shares of BUSE common stock (the "stock consideration"), with cash paid in lieu of fractional shares. Based on the closing stock price of BUSE common stock on the NASDAQ Global Select Market on June 30, 2017, the trading day immediately prior to the closing date of the merger, of $29.68, the value of the stock consideration was $11.75.

2. This option, was canceled in the merger in exchange for a cash payment of $417,110, representing the difference between the exercise price of the option and the closing price of the underlying First Community common stock on June 30, 2017 ($12.90) per share).

Remarks:

	/s/ Glen L. Stiteley, by power of attorney	07/05/2017
	** 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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