0001209191-22-006632.txt : 20220202
0001209191-22-006632.hdr.sgml : 20220202
20220202215537
ACCESSION NUMBER: 0001209191-22-006632
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220131
FILED AS OF DATE: 20220202
DATE AS OF CHANGE: 20220202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEISEL THOMAS X
CENTRAL INDEX KEY: 0001423035
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35385
FILM NUMBER: 22586305
MAIL ADDRESS:
STREET 1: 400 RELLA BOULEVARD
CITY: MONTEBELLO
STATE: NY
ZIP: 10901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STERLING BANCORP
CENTRAL INDEX KEY: 0001070154
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 800091851
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: TWO BLUE HILL PLAZA
STREET 2: SECOND FLOOR
CITY: PEARL RIVER
STATE: NY
ZIP: 10965
BUSINESS PHONE: 8453698040
MAIL ADDRESS:
STREET 1: TWO BLUE HILL PLAZA
STREET 2: SECOND FLOOR
CITY: PEARL RIVER
STATE: NY
ZIP: 10965
FORMER COMPANY:
FORMER CONFORMED NAME: PROVIDENT NEW YORK BANCORP
DATE OF NAME CHANGE: 20050728
FORMER COMPANY:
FORMER CONFORMED NAME: PROVIDENT BANCORP INC/NY/
DATE OF NAME CHANGE: 19980910
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-01-31
1
0001070154
STERLING BANCORP
STL
0001423035
GEISEL THOMAS X
TWO BLUE HILL PLAZA
SECOND FLOOR
PEARL RIVER
NY
10965
0
1
0
0
President, Corporate Banking
Common Stock
2022-01-31
4
D
0
115752.68
D
0
D
Includes 23,706 restricted stock awards of the Issuer (the "Issuer RSAs") and 57,714 performance stock awards of the Issuer (the "Issuer PSAs"). Also includes 302.68 shares of the Issuers stock acquired under a Dividend Reinvestment Plan for which the Reporting Owner was enrolled during the fiscal year ended December 31, 2021 that would have been subject to reporting on a Form 5.
Disposed of pursuant to the Merger Agreement between Issuer and Webster Financial Corporation ("Webster"), dated April 18, 2021 (the "Merger Agreement"), for total stock consideration of 53,593 shares of new Webster common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the merger between Issuer and Webster (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 shares of Webster common stock. All fractional share holdings were paid in cash. The Merger closed on January 31, 2022. On January 31, 2022, the closing price of the Issuer was $26.29, and the closing price of Webster was $56.81.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Issuer RSAs were assumed by Webster and converted into a restricted stock award of Webster with the same terms and conditions as were applicable under such Issuer RSAs immediately prior to the Effective Time (including vesting terms) and the Issuer PSAs were assumed by Webster and converted into a time-based restricted stock award with performance goals deemed to have been satisfied at the higher of target and actual performance, both relating to the number of shares of Webster common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded paid in cash.
/s/ Thomas X. Geisel
2022-02-02