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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
NQSO | $ 16.59 | 01/01/2014 | A | 1,852 | (5) | (5) | Common Stock | 1,852 | (4) | 1,852 | D | ||||
NQSO | $ 16.23 | 01/01/2014 | A | 1,346 | 05/11/2006 | 05/11/2015 | Common Stock | 1,346 | (4) | 3,198 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMOOT RAYMOND D JR 1051 E. CARY STREET SUITE 1200 RICHMOND, VA 23219 |
X |
/s/ Raymond D. Smoot, Jr. | 01/03/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Received in exchange for shares of StellarOne Corporation ("StellarOne") common stock in connection with the merger of StellarOne with and into issuer effective January 1, 2014 ("Merger"). At the effective time of the Merger, each outstanding share of StellarOne converted into the right to receive 0.9739 shares of common stock of the issuer. The Merger became effective at 12:02 a.m. January 1, 2014 at which time the sales price of the issuer's common stock was 24.81 per share (the closing price on December 31, 2013). Any fractional share holdings were paid in cash. |
(2) | Received in exchange for 25,552 shares of StellarOne common stock in connection with the Merger. |
(3) | Includes 1,139 shares received as a result of the vesting of restricted stock awards in connection with the Merger. |
(4) | Please see the "Remarks" section for footnote #4. |
(5) | Not applicable |
Remarks: The derivative securities are options to acquire the issuer's common stock received as a result of the vesting and conversion of StellarOne stock options in connection with the Merger. The number of shares of issuer's common stock subject to each option was calculated based upon the number of shares of StellarOne common stock subject to the StellarOne option as adjusted by the conversion factor of 0.9739. The exercise price per share of each option was calculated based upon the exercise price of the StellarOne option as adjusted by the conversion factor of 0.9739. |