0001702696-21-000082.txt : 20211101 0001702696-21-000082.hdr.sgml : 20211101 20211101155735 ACCESSION NUMBER: 0001702696-21-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211029 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tortorici Samuel M. CENTRAL INDEX KEY: 0001702208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38058 FILM NUMBER: 211367057 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD STREET 2: SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cadence Bancorporation CENTRAL INDEX KEY: 0001614184 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138714000 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2021-10-29 1 0001614184 Cadence Bancorporation CADE 0001702208 Tortorici Samuel M. 2800 POST OAK BOULEVARD SUITE 3800 HOUSTON TX 77056 0 1 0 0 President & COO Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 188388 D 0 D Class A Common Stock, par value $0.01 per share 18.98 2021-10-29 4 D 0 303415 D 2019-01-15 Common Stock 303415 0 D Class A Common Stock, par value $0.01 per share 20.86 2021-10-29 4 D 0 35953 D 2019-02-05 Common Stock 35953 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 8904 D 2022-01-15 2022-01-15 Common Stock 8904 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 13010 D 2022-04-01 2022-04-01 Common Stock 13010 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 13010 D 2023-04-01 2023-04-01 Common Stock 13010 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 13010 D 2024-04-01 2024-04-01 Common Stock 13010 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 A 0 20527 A 2022-01-15 2022-01-15 Common Stock 20527 20527 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 A 0 16306 A 2024-03-31 2024-03-31 Common Stock 16306 36833 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 20527 D 2022-01-15 2022-01-15 Common Stock 20527 16306 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 16306 D 2024-03-31 2024-03-31 Common Stock 16306 0 D The number of shares held by the reporting person includes 340 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation 2018 Employee Stock Purchase Plan. Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("Cadence"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of Cadence common stock shall be equitably adjusted immediately prior to the Effective Time by an amount equal to the special cash dividend of $1.25 per share of Cadence common stock (the "Special Dividend") declared and paid by Cadence prior to the effective time of the Merger and automatically converted into an option to purchase shares of the BXS common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of BXS common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of Cadence common stock immediately prior to the effective time of the Merger. This option was replaced with an option to purchase 212,390 shares of BXS common stock at an exercise price of $27.11 per share. This option was replaced with an option to purchase 25,167 shares of BXS common stock at an exercise price of $29.80 per share. Represents time-vested restricted stock units each convertible into one share of Common stock under the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vested restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 6,232 shares of BXS common stock. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 9,107 shares of BXS common stock. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 9,107 shares of BXS common stock. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 9,107 shares of BXS common stock. Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger. These performance share units were replaced with BXS restricted stock units convertible into an aggregate 14,368 shares of BXS common Stock. These performance share units were replaced with BXS restricted stock units convertible into an aggregate 11,414 shares of BXS common stock. Jerry W Powell, Attorney-In-Fact for Samuel M Tortorici 2021-11-01