0001562180-20-004459.txt : 20200612
0001562180-20-004459.hdr.sgml : 20200612
20200612173234
ACCESSION NUMBER: 0001562180-20-004459
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200607
FILED AS OF DATE: 20200612
DATE AS OF CHANGE: 20200612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DeSimone Beth S
CENTRAL INDEX KEY: 0001565692
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12669
FILM NUMBER: 20961219
MAIL ADDRESS:
STREET 1: 1017 E. MOREHEAD STREET
STREET 2: SUITE 200
CITY: CHARLOTTE
STATE: NC
ZIP: 28204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SOUTH STATE Corp
CENTRAL INDEX KEY: 0000764038
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 570799315
STATE OF INCORPORATION: SC
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 520 GERVAIS STREET
CITY: COLUMBIA
STATE: SC
ZIP: 29201
BUSINESS PHONE: 803-231-3452
MAIL ADDRESS:
STREET 1: P O BOX 1030
CITY: COLUMBIA
STATE: SC
ZIP: 29201
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST FINANCIAL HOLDINGS, INC.
DATE OF NAME CHANGE: 20130729
FORMER COMPANY:
FORMER CONFORMED NAME: SCBT FINANCIAL CORP
DATE OF NAME CHANGE: 20040227
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST NATIONAL CORP /SC/
DATE OF NAME CHANGE: 19920703
3
1
primarydocument.xml
PRIMARY DOCUMENT
X0206
3
2020-06-07
0
0000764038
SOUTH STATE Corp
SSB
0001565692
DeSimone Beth S
1101 FIRST STREET SOUTH, SUITE 202
WINTER HAVEN
FL
33880
false
true
false
false
CRO, General Counsel
Common Stock
4899.00
D
Common Stock
108.00
I
By spouse IRA
Restricted Share Units
Common Stock
3330.00
D
Restricted Share Units
Common Stock
5521.00
D
Restricted Share Units
Common Stock
9799.00
D
Restricted Stock Award
Common Stock
300.00
D
Acquired in connection with the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between South State Corporation ("South State") and CenterState Bank Corporation, pursuant to which CenterState merged with and into South State (the "Merger") on June 7, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of CenterState common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by South State or CenterState) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The closing price of South State common stock on NASDAQ on the Closing Date was $60.27.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState performance-vesting restricted stock unit award ("PSU") was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState PSUs are subject only to time-vesting through the remainder of the originally scheduled performance period (or any later scheduled vesting date) and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState time-vesting restricted stock unit award ("RSU") was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a "pay to lead" award in the form of a South State RSU, which will cliff-vest on the second anniversary of the Closing Date, subject to the reporting person's continued employment with South State through such date.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState restricted stock award was converted into a South State restricted stock award, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState restricted stock awards otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
William E. Matthews, V, CFO, pursuant to power of attorney
2020-06-12