Carolina Financial (CARO) Form 4 CAROLINA FINANCIAL / M. J. HUGGINS III 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^*

HUGGINS M. J. III

(Last) (First) (Middle)

288 MEETING ST

(Street)

CHARLESTON SC 29401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAROLINA FINANCIAL CORP [ CARO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2020

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	05/01/2020		F		674	D	$28.99	54,982	D
Common Stock	05/01/2020		D		1,475	D	(4)	53,507	D
Common Stock	05/01/2020		D		53,507	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
Option to Purchase Common Stock	$4.1667	05/01/2020		D			6,576	(2)	04/25/2023	Common Stock	6,576	(2)	0	D
Option to Purchase Common Stock	$8.54	05/01/2020		D			6,576	(2)	04/25/2024	Common Stock	6,576	(2)	0	D
Option to Purchase Common Stock	$11.5833	05/01/2020		D			5,621	(2)	01/21/2025	Common Stock	5,621	(2)	0	D
Option to Purchase Common Stock	$16.56	05/01/2020		D			3,584	(2)	01/20/2026	Common Stock	3,584	(2)	0	D
Option to Purchase Common Stock	$30.9	05/01/2020		D			2,483	(2)	02/15/2027	Common Stock	2,483	(2)	0	D
Restricted Stock Units	(3)	05/01/2020		D			1,772	(3)	(3)	Common Stock	1,772	(3)	0	D

Explanation of Responses:

1. Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 the ("Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 ("the Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock.

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13.

3. Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3.

4. Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 1,475 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 674 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3.

	/s/M.J. Huggins III	05/05/2020
	** Signature of Reporting Person	Date
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