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)
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2. Issuer Name and Ticker or Trading Symbol
Customers Bancorp, Inc. [ CUBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2016 | ||||||||||||||||||||||||||
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 | ||||||
Restricted Stock Units (Common Stock) | 02/24/2016 | A(3) | 38,604 | A | $0 | 168,899 | D | |||
Common Stock | 355,363 | D | ||||||||
Restricted Stock Units (Class B Non-Voting Common Stock) | 232,804 | 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 | ||||||||
Employee Stock Options (right to buy) | $22.36 | 08/26/2020 | 08/26/2025 | Common Stock | 310,000 | 310,000(4) | D | ||||||||
Employee Stock Options (right to buy) | $15.23 | 05/21/2018 | 05/21/2023 | Common Stock | 679,701 | 679,701(1) | D | ||||||||
Warrants | $9.55 | 06/30/2009 | 06/30/2016 | Common Stock | 215,156 | 215,156 | D | ||||||||
Warrants | $9.55 | 09/30/2009 | 09/30/2016 | Common Stock | 24,080 | 24,080 | D | ||||||||
Warrants | $9.55 | 11/13/2009 | 11/13/2016 | Common Stock | 66,695 | 66,695 | D | ||||||||
Employee Stock Options (right to buy) | $8.86 | 04/06/2015 | 04/06/2020 | Common Stock | 493,629 | 493,629(1) | D | ||||||||
Employee Stock Options (right to buy) | $8.55 | 07/14/2015 | 07/14/2020 | Common Stock | 12,834 | 12,834(1) | D | ||||||||
Employee Stock Options (right to buy) | $10.91 | 12/28/2015 | 12/28/2020 | Common Stock | 81,864 | 81,864(1) | D | ||||||||
Employee Stock Options (right to buy) | $10.91 | 01/31/2016 | 01/31/2021 | Common Stock | 84,105 | 84,105(1) | D | ||||||||
Employee Stock Options (right to buy) | $10.91 | 02/28/2016 | 02/28/2021 | Common Stock | 36,869 | 36,869(1) | D | ||||||||
Employee Stock Options (right to buy) | $10.91 | 03/07/2016 | 03/07/2021 | Common Stock | 29,514 | 29,514(1) | D | ||||||||
Employee Stock Options (right to buy) | $12 | 09/17/2016 | 09/17/2021 | Class B Non-Voting Common Stock | 68,639 | 68,639(2) | D | ||||||||
Employee Stock Options (right to buy) | $12 | 09/30/2016 | 09/30/2021 | Class B Non-Voting Common Stock | 108,334 | 108,334(2) | D | ||||||||
Employee Stock Options (right to buy) | $12.73 | 09/20/2017 | 09/20/2022 | Common Stock | 782,300 | 782,300(1) | D |
Explanation of Responses: |
1. Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the trading price of the company's voting common stock on the NASDAQ Global Select Market (or other national stock market or securities quotation system). |
2. Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the Fully Diluted Tangible Book Value (as defined and determined in accordance with the 2010 Stock Option Plan) of the company. |
3. Grant of restricted stock award in connection with 2015 performance bonus, with shares vesting in accordance with the terms of the award. A portion of this grant was provided in lieu of a cash bonus payment. |
4. Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of the date of grant, subject to either (i) total shareholder returns over the vesting period of at least 50%, or (ii) compound annual growth in diluted EPS for the company of at least 10% over the vesting period. |
/s/Jay S. Sidhu by Glenn A. Yeager under Power of Attorney | 03/21/2016 | |
** 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. |