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*
JOHNSON I S LEEVY

(Last) (First) (Middle)
PO BOX 1431

(Street)
COLUMBIA SC 29202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAROLINA NATIONAL CORP [ cncp ]
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)
01/31/2008
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 01/31/2008 D 11,125 D (1) 0 D
Common Stock 01/31/2008 D 2,000 D (1) 0 I Shares owned 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
Stock Options $17.75 01/31/2008 D 221 (2) 01/22/2017 Common Stock 221 (2) 0 D
Stock Options $18.25 01/31/2008 D 150 (2) 04/01/2017 Common Stock 150 (2) 0 D
Stock Options $16.26 01/31/2008 D 1,162 (2) 07/01/2017 Common Stock 1,162 (2) 0 D
Stock Warrants $10 01/31/2008 D 6,667 (3) 07/15/2012 Common Stock 6,667 $11.65 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and First National Bancshares, Inc. for stock and/or cash subject to election and adjustment exchange agent.
2. Option provided for vesting in annual installments and all had vested. Options were assumed in merger and converted to options to purchase 1.4678 shares of shares of First National common stock for each CNCP shares at $6.81 per share.
3. Warrants were cancelled in the merger in exchange for cash payment of $11.65 per share.
I S Leevy Johnson 02/04/2008
** 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.
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