0000908834-16-000540.txt : 20160301 0000908834-16-000540.hdr.sgml : 20160301 20160301165129 ACCESSION NUMBER: 0000908834-16-000540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160301 FILED AS OF DATE: 20160301 DATE AS OF CHANGE: 20160301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER VALLEY BANCORP CENTRAL INDEX KEY: 0001015593 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351984567 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 430 CLIFTY DRIVE STREET 2: PO BOX 1590 CITY: MADISON STATE: IN ZIP: 47250 BUSINESS PHONE: 812-273-4949 MAIL ADDRESS: STREET 1: 430 CLIFTY DRIVE STREET 2: PO BOX 1590 CITY: MADISON STATE: IN ZIP: 47250 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORRESTER MATTHEW P CENTRAL INDEX KEY: 0001208614 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21765 FILM NUMBER: 161474067 MAIL ADDRESS: STREET 1: RIVER VALLEY BANCORP STREET 2: 430 CLIFTY DRIVE, PO BOX 1590 CITY: MADISON STATE: IA ZIP: 47250 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-03-01 1 0001015593 RIVER VALLEY BANCORP RIVR 0001208614 FORRESTER MATTHEW P 2464 FOREST LANE MADISON, IN 47250 1 1 0 0 CEO/President Common stock, without par value 2016-03-01 4 D 0 44487 D 0 D Common stock, without par value 2016-03-01 4 D 0 192 D 0 I As custodian for children Common stock, without par value 2016-03-01 4 D 0 1535 D 0 I By Spouse Common stock, without par value 2016-03-01 4 D 0 10829 D 0 I By ESOP Employee Stock Option (right to buy) 21.89 2016-03-01 4 D 0 10000 D 2024-07-15 Common stock, without par value 10000 0 D These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32. These shares were disposed of pursuant to a merger agreement between the issuer and German American Bancorp, Inc. in exchange for (i) $9.90 in cash per issuer share, and (ii) 0.770 common shares of German American Bancorp, Inc. per issuer share (plus cash in lieu of fractional shares based on 20-day average closing price for German American Bancorp, Inc. shares). The market value per common share of German American Bancorp, Inc. on the effective date of the merger was $32.32. The number of shares reported as indirectly held by the ESOP reflects allocations as of December 31, 2014, and additional shares could be allocated to the reporting person's account as of the effectiveness of the merger and disposed of in the same manner. These options, which provided for vesting at 1,000 per year from July 15, 2014 through July 15, 2018, and 1,250 per year from July 15, 2019 through July 15, 2022, were accelerated and canceled pursuant to a merger agreement between the issuer and German American Bancorp, Inc., in exchange for a cash payment of $11.85 for each issuer share subject to the option (less applicable withholding taxes), representing the difference between (i) the $21.89 option exercise price, and (ii) the $33.74 merger consideration consisting of (a) $9.90, plus (b) $30.96 (20-day average closing price for German American Bancorp, Inc. shares under the merger agreement formula) multiplied by the 0.770 exchange ratio. /s/ Mary Ellen McClelland, Attorney-in-Fact for Matthew P. Forrester 2016-03-01