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*
Tortorici Samuel M.

(Last) (First) (Middle)
2800 POST OAK BOULEVARD
SUITE 3800

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cadence Bancorporation [ CADE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 10/29/2021 D 188,388(1) D (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock, par value $0.01 per share $18.98 10/29/2021 D 303,415 (3) 01/15/2019 Common Stock 303,415 (4) 0 D
Class A Common Stock, par value $0.01 per share $20.86 10/29/2021 D 35,953 (3) 02/05/2019 Common Stock 35,953 (5) 0 D
Class A Common Stock, par value $0.01 per share (6) 10/29/2021 D 8,904 01/15/2022 01/15/2022 Common Stock 8,904 (7) 0 D
Class A Common Stock, par value $0.01 per share (6) 10/29/2021 D 13,010 04/01/2022 04/01/2022 Common Stock 13,010 (8) 0 D
Class A Common Stock, par value $0.01 per share (6) 10/29/2021 D 13,010 04/01/2023 04/01/2023 Common Stock 13,010 (9) 0 D
Class A Common Stock, par value $0.01 per share (6) 10/29/2021 D 13,010 04/01/2024 04/01/2024 Common Stock 13,010 (10) 0 D
Class A Common Stock, par value $0.01 per share (11) 10/29/2021 A 20,527 01/15/2022 01/15/2022 Common Stock 20,527 (11) 20,527 D
Class A Common Stock, par value $0.01 per share (11) 10/29/2021 A 16,306 03/31/2024 03/31/2024 Common Stock 16,306 (11) 36,833 D
Class A Common Stock, par value $0.01 per share (11) 10/29/2021 D 20,527 01/15/2022 01/15/2022 Common Stock 20,527 (12) 16,306 D
Class A Common Stock, par value $0.01 per share (11) 10/29/2021 D 16,306 03/31/2024 03/31/2024 Common Stock 16,306 (13) 0 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. These performance share units were replaced with BXS restricted stock units convertible into an aggregate 14,368 shares of BXS common Stock.
13. 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 11/01/2021
** 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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