0001181431-13-062114.txt : 20131210 0001181431-13-062114.hdr.sgml : 20131210 20131210112057 ACCESSION NUMBER: 0001181431-13-062114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131206 FILED AS OF DATE: 20131210 DATE AS OF CHANGE: 20131210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BAYLAKE CORP CENTRAL INDEX KEY: 0000275119 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391268055 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 217 N FOURTH AVE STREET 2: PO BOX 9 CITY: STURGEON BAY STATE: WI ZIP: 54235-0009 BUSINESS PHONE: 9207435551 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CERA ROBERT J CENTRAL INDEX KEY: 0001256643 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16339 FILM NUMBER: 131267542 4 1 rrd397093.xml X0306 4 2013-12-06 0 0000275119 BAYLAKE CORP BYLK 0001256643 CERA ROBERT J 217 NORTH FOURTH AVENUE STURGEON BAY WI 54235-2405 1 1 0 0 Chief Executive Officer Common Stock 2013-12-06 2013-12-06 4 S 0 1600 11.54 D 20379 D Common Stock 20350 I By IRA Common Stock 1537.2706 I By ESPP Restricted Stock Units 13377 D Restricted Stock Units 17836 D Restricted Stock Units 10658 D Stock Options 4.15 2021-03-15 Common Stock 17836 17836 D Stock Options 6.20 2022-04-01 Common Stock 22296 22296 D Stock Options 9.50 2023-03-19 Common Stock 13081 13081 D 10% Convertible Promissory Notes due 2017 5 2017-06-30 Common Stock 10000 50000 I By IRA 10% Convertible Promissory Notes due 2017 5 2017-06-30 Common Stock 15000 75000 I By 401K The aggregate restricted stock units were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. The aggregate restricted stock units were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. The aggregate restricted stock units were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. The aggregate stock options were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. The aggregate stock options were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. The aggregate stock options were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. The convertible promissory note is convertible into shares of common stock at a conversion ratio of one share of common stock for each $5.00 in aggregate principal amount held on the record date of the conversion, subject to adjustment for stock dividends, stock-splits, repurchases or reclassifications, as described in the security. The holder of the convertible promissory note may, at the option of the holder, convert up to the full principal amount of the convertible promissory notes into shares of common stock at any time prior to redemption or maturity. On October 1, 2014, up to one-half of the original principal amount of the convertible promissory note will automatically convert into shares of common stock. June 30, 2017, is the stated maturity date of the convertible promissory notes. Tasha M. Rass, Attorney-in-fact for Robert J. Cera 2013-12-10