0000899243-19-024159.txt : 20190924 0000899243-19-024159.hdr.sgml : 20190924 20190924163031 ACCESSION NUMBER: 0000899243-19-024159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190921 FILED AS OF DATE: 20190924 DATE AS OF CHANGE: 20190924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abington Leonard Clayton CENTRAL INDEX KEY: 0001708192 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11826 FILM NUMBER: 191111140 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-21 1 0000745981 MIDSOUTH BANCORP INC MSL 0001708192 Abington Leonard Clayton 102 VERSAILLES BLVD LAFAYETTE LA 70501 0 1 0 0 EVP/Corp Efficiency Officer Common Stock 2019-09-21 4 D 0 1793 D 0 I ESOP Common Stock 2019-09-21 4 D 0 10446.09 D 0 D Common Stock 2019-09-21 4 D 0 619.91 D 0 I IRA Common Stock 2019-09-21 4 D 0 2253 D 0 D Common Stock 2019-09-21 4 D 0 658 D 0 D Common Stock 2019-09-21 4 D 0 3260 D 0 D Common Stock 2019-09-21 4 D 0 6628 D 0 D Stock Options 15.86 2019-09-21 4 D 0 5000 D 2019-07-17 2023-07-17 Common Stock 5000 0 D Pursuant to the Agreement and Plan of Merger, dated April 30, 2019, by and between MidSouth Bancorp, Inc. ("MidSouth") and Hancock Whitney Corporation ("Hancock Whitney"), MidSouth merged with and into Hancock Whitney with Hancock Whitney as the surviving corporation (the "Merger"). At 12:01 a.m. on September 21, 2019, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10 per share, of MidSouth ("MidSouth Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 0.2952 shares (the "Conversion Ratio" and such shares, the "Merger Consideration") of the common stock, par value $3.33 per share, of Hancock Whitney ("Hancock Whitney Common Stock"). At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, prorated for the period elapsed between the beginning of the performance period and the Effective Time, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted. At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted. At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grant date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per share being so cancelled and converted. At the Effective Time, this option granted by MidSouth to purchase MidSouth Common Stock ("Stock Option"), that becomes exercisable in increments through up to the tenth anniversary of the grant date, was assumed on the same terms and conditions as were applicable under such Stock Option and converted into an option to purchase the number of shares of Hancock Whitney Common Stock equal to the product of the number of shares of MidSouth Common Stock subject to such option multiplied by the Conversion Ratio, at an exercise price equal to the quotient of the exercise price per share of MidSouth Common Stock subject to such option divided by the Conversion Ratio. Cecilia Webb, Attorney in Fact 2019-09-24