0001140361-17-016882.txt : 20170426 0001140361-17-016882.hdr.sgml : 20170426 20170426162547 ACCESSION NUMBER: 0001140361-17-016882 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170421 FILED AS OF DATE: 20170426 DATE AS OF CHANGE: 20170426 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL FINANCIAL CORP CENTRAL INDEX KEY: 0001060523 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541874630 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8270 GREENSBORO DRIVE STREET 2: SUITE 500 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7035843400 MAIL ADDRESS: STREET 1: 8270 GREENSBORO DRIVE STREET 2: SUITE 500 CITY: MCLEAN STATE: VA ZIP: 22102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLINEBURG BERNARD H CENTRAL INDEX KEY: 0001253653 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24557 FILM NUMBER: 17784700 MAIL ADDRESS: STREET 1: CARDINAL FINANCIAL CORP STREET 2: 8270 GREENSBORO DRIVE STE 500 CITY: MCLEAN STATE: VA ZIP: 22102 4 1 doc1.xml FORM 4 X0306 4 2017-04-21 1 0001060523 CARDINAL FINANCIAL CORP CFNL 0001253653 CLINEBURG BERNARD H 8270 GREENSBORO DRIVE SUITE 500 MCLEAN VA 22102 1 1 0 0 Executive Chairman Common Stock 2017-04-21 4 D 0 329423 D 0 D Stock Option 19.18 2017-04-21 4 D 0 1667 D 2026-02-16 Common Stock 1667 0 D Effective April 21, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of August 17, 2016 (the "Merger Agreement"), by and among United Bankshares, Inc. ("United"), its subsidiary UBV Holding Company, LLC ("UBV") and Cardinal Financial Corporation ("Cardinal"), Cardinal merged with and into UBV, with UBV as the surviving company (the "Merger"). In the Merger, each share of Cardinal's common stock converted into 0.71 shares of United's common stock. The stock options vested as follows: 1/3 on February 16, 2016 and 1/3 on the anniversary date of the grant for two years. This option was assumed by United in the Merger, fully vested, and replaced with an option to purchase shares of United common stock equal to the number of shares of Cardinal common stock subject to such option multiplied by 0.71, at an exercise price equal to the exercise price of such option divided by 0.71. /s/ Jennifer L. Deacon, as Attorney in Fact 2017-04-26