SEC FORM 4

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^*

Davenport J. Mays

(Last)

(First)

(Middle)

5851 LEGACY CIRCLE

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LegacyTexas Financial Group, Inc. [ LTXB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Financial Office

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2019		D⁽¹⁾⁽²⁾		72,551	D	$0.00⁽¹⁾⁽²⁾	0	D
Common Stock	11/01/2019		D⁽¹⁾⁽²⁾⁽³⁾		7,003	D	$0.00⁽¹⁾⁽²⁾⁽³⁾	0	D
Common Stock	11/01/2019		D⁽¹⁾⁽²⁾		13,107	D	$0.00⁽¹⁾⁽²⁾	0	I	Children's Trust
Common Stock	11/01/2019		D⁽¹⁾⁽²⁾		2,225	D	$0.00⁽¹⁾⁽²⁾	0	I	ESOP
Common Stock	11/01/2019		A		8,053⁽⁴⁾	A	$0.00	0	D
Common Stock	11/01/2019		D⁽¹⁾⁽²⁾		8,053	D	$0.00⁽¹⁾⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock-stock option	$38.92	11/01/2019		D⁽¹⁾⁽²⁾			13,700	⁽¹⁾⁽²⁾	03/29/2032	Common Stock	13,700	$0.00	0	D

Explanation of Responses:

1. On November 1, 2019, pursuant to the Agreement and Plan of Reorganization, dated as of June 16, 2019, by and between Prosperity Bancshares, Inc. ("Prosperity") and LegacyTexas Financial Group, Inc. ("Legacy"), Legacy merged with and into Prosperity, with Prosperity as the surviving corporation (the "Merger"). In connection with the Merger, each outstanding share of Legacy common stock (including restricted stock awards and options, all of which were deemed vested immediately prior to the Merger), subject to certain limited exceptions, was converted into the right to receive 0.5280 of a share of Prosperity common stock, with cash payable in lieu of any fractional share, and $6.28 in cash, in each case without interest.

2. (Continued from Footnote 1) In connection with the Merger, the reporting person received Prosperity common stock in exchange for all of the reporting person's shares of Legacy common stock (including the foregoing restricted stock awards and options), with cash received in lieu of a fractional share of Prosperity common stock, subject to any required tax withholding under applicable law.

3. Restricted stock.

4. In connection with the Merger shares of performance-based restricted stock previously granted to the reporting person under the 2012 Equity Incentive Plan and 2017 Omnibus Incentive Plan vested on the Effective Date.

Remarks:

	/s/ J. Mays Davenport	11/05/2019
	** 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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