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