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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GBC BANCORP [ GBCB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 10/17/2003 | M | 17,015(1) | A | $0(2) | 19,028(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Contingency Options | $10.02 | 10/17/2003 | M | 24,200 | 10/17/2003 | 10/17/2003 | Common Stock | 24,200 | $10.02 | 0 | D | ||||
Contingency Options | $6.61 | 10/17/2003 | M | 12,100 | 10/17/2003 | 10/17/2003 | Common Stock | 12,100 | $6.61 | 0 | D | ||||
Stock Option | $27.13 | 10/17/2003 | M | 1,400 | 07/15/1998 | 01/14/2004 | Common Stock | 1,400 | $27.13 | 0 | D | ||||
Stock Option | $23 | 10/17/2003 | M | 4,000 | 07/21/1999 | 01/20/2005 | Common Stock | 4,000 | $23 | 0 | D | ||||
Stock Option | $19.44 | 10/17/2003 | M | 4,000 | 07/20/2000 | 01/19/2006 | Common Stock | 4,000 | $19.44 | 0 | D | ||||
Stock Option | $37.56 | 10/17/2003 | M | 4,000 | 07/18/2001 | 01/17/2007 | Common Stock | 4,000 | $37.56 | 0 | D | ||||
Stock Option | $29.4 | 10/17/2003 | M | 3,000 | 07/17/2002 | 01/16/2008 | Common Stock | 3,000 | $29.4 | 0 | D |
Explanation of Responses: |
1. Represents the number of shares acquired on "cashless" exercise of stock options immediately prior to the merger between GBC Bancorp and Cathay Bancorp, Inc. (the "Merger") in accordance with the formulas provided in the Agreement and Plan of Merger among General bank, GBC Bancorp, Cathay Bank and Cathay Bancorp, Inc. (the "Merger Agreement"). |
2. These securities were acquired at various option exercise prices indicated under Column 8 regarding derivative securities on page 2 of this form. |
3. By virtue of the Merger, each share beneficially owned by the Reporting Person following the reported transaction was converted to the right to receive the merger consideration (Cathay Bancorp stock and/or cash) in accordance with the terms of the Merger Agreement. The Merger became effective 10/20/03. |
Domenic G. Massei | 10/22/2003 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |