| 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 |
| |||||||||||||||
| 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 CAROLINA FINANCIAL CORP [ CARO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | M | 4,449(2) | A | $16.56 | 249,028 | D | |||
| Common Stock | 05/01/2020 | F | 4,276 | D | (5) | 244,752 | D | |||
| Common Stock | 05/01/2020 | D | 4,949 | D | (5) | 239,803 | D | |||
| Common Stock | 05/01/2020 | D | 239,803 | D | (1) | 0 | D | |||
| Common Stock | 05/01/2020 | D | 11,040 | D | (1) | 0 | I | By Spouse | ||
| 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 | 78,902 | (2) | 04/25/2023 | Common Stock | 78,902 | $24.8233 | 0 | D | ||||
| Option to Purchase Common Stock | $11.5833 | 05/01/2020 | D | 24,590 | (2) | 01/21/2025 | Common Stock | 24,590 | $17.4067 | 0 | D | ||||
| Option to Purchase Common Stock | $16.56 | 05/01/2020 | D | 16,613 | (2) | 01/20/2026 | Common Stock | 16,613 | $16.32 | 0 | D | ||||
| Option to Purchase Common Stock | $16.83 | 05/01/2020 | D | 4,000 | (3) | 03/16/2026 | Common Stock | 4,000 | (3) | 0 | D | ||||
| Option to Purchase Common Stock | $30.9 | 05/01/2020 | D | 8,441 | (3) | 02/15/2027 | Common Stock | 8,441 | (3) | 0 | D | ||||
| Restricted Stock Units | (4) | 05/01/2020 | D | 4,960 | (4) | (4) | Common Stock | 4,960 | (4) | 0 | D | ||||
| Restricted Stock Units | (4) | 05/01/2020 | D | 2,480 | (4) | (4) | Common Stock | 2,480 | (4) | 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. In accordance with the Merger Agreement and at the election of the reporting person, these options were cancelled in the merger in exchange for a cash payment in the amount indicated, representing the difference between the exercise price of the option and $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, net of shares withheld by the issuer at the direction of the reporting person to cover payment of the exercise price and tax liabilities incident to the vesting of the options in accordance with Rule 16b-3. With respect to the options having an exercise price of $16.56 and an expiration date of January 20, 2026, 4,449 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of the exercise price and tax liabilities incident to the vesting of the options. |
| 3. 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. |
| 4. 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. |
| 5. 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, 4,949 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 4,276 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/Jerry L. Rexroad | 05/05/2020 | |
| ** 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). | ||
| 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. | ||
