0000870385-20-000026.txt : 20200505
0000870385-20-000026.hdr.sgml : 20200505
20200505165850
ACCESSION NUMBER: 0000870385-20-000026
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200501
FILED AS OF DATE: 20200505
DATE AS OF CHANGE: 20200505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REXROAD JERRY L
CENTRAL INDEX KEY: 0001189784
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10897
FILM NUMBER: 20849775
MAIL ADDRESS:
STREET 1: 288 MEETING STREET
CITY: CHARLESTON
STATE: SC
ZIP: 29401
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAROLINA FINANCIAL CORP
CENTRAL INDEX KEY: 0000870385
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 571039673
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 288 MEETING STREET
CITY: CHARLESTON
STATE: SC
ZIP: 29401
BUSINESS PHONE: 843-723-7700
MAIL ADDRESS:
STREET 1: 288 MEETING STREET
CITY: CHARLESTON
STATE: SC
ZIP: 29401
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2020-05-01
1
0000870385
CAROLINA FINANCIAL CORP
CARO
0001189784
REXROAD JERRY L
288 MEETING STREET
CHARLESTON
SC
29401
1
1
0
0
President and CEO
Common Stock
2020-05-01
4
M
0
4449
16.56
A
249028
D
Common Stock
2020-05-01
4
F
0
4276
D
244752
D
Common Stock
2020-05-01
4
D
0
4949
D
239803
D
Common Stock
2020-05-01
4
D
0
239803
D
0
D
Common Stock
2020-05-01
4
D
0
11040
D
0
I
By Spouse
Option to Purchase Common Stock
4.1667
2020-05-01
4
D
0
78902
24.8233
D
2023-04-25
Common Stock
78902
0
D
Option to Purchase Common Stock
11.5833
2020-05-01
4
D
0
24590
17.4067
D
2025-01-21
Common Stock
24590
0
D
Option to Purchase Common Stock
16.56
2020-05-01
4
D
0
16613
16.32
D
2026-01-20
Common Stock
16613
0
D
Option to Purchase Common Stock
16.83
2020-05-01
4
D
0
4000
D
2026-03-16
Common Stock
4000
0
D
Option to Purchase Common Stock
30.9
2020-05-01
4
D
0
8441
D
2027-02-15
Common Stock
8441
0
D
Restricted Stock Units
2020-05-01
4
D
0
4960
D
Common Stock
4960
0
D
Restricted Stock Units
2020-05-01
4
D
0
2480
D
Common Stock
2480
0
D
Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 (the "Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 (the "Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock.
In accordance with the Merger Agreement and at the election of the reporting person, these options were cancelled in the merger in exchange for a cash payment in the amount indicated, representing the difference between the exercise price of the option and $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement, net of shares withheld by the issuer at the direction of the reporting person to cover payment of the exercise price and tax liabilities incident to the vesting of the options in accordance with Rule 16b-3. With respect to the options having an exercise price of $16.56 and an expiration date of January 20, 2026, 4,449 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of the exercise price and tax liabilities incident to the vesting of the options.
Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13.
Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3.
Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 4,949 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 4,276 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3.
/s/Jerry L. Rexroad
2020-05-05