Statement of Changes in Beneficial Ownership (4)
June 09 2020 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Corbett John C |
2. Issuer Name and Ticker or Trading Symbol
CenterState Bank Corp
[
CSFL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
1101 FIRST STREET SOUTH, SUITE 202 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2020 |
(Street)
WINTER HAVEN, FL 33880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/7/2020 | | D | | 117688.00 | D | (1) | 0.00 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Share Units | (2) | 6/7/2020 | | D | | | 16362.00 | (2) | (2) | Common Stock | 16362.00 | (2) | 0.00 | D | |
Performance Share Units | (3) | 6/7/2020 | | D | | | 12449.00 | (3) | (3) | Common Stock | 12449.00 | (3) | 0.00 | D | |
Performance Share Units | (4) | 6/7/2020 | | D | | | 14680.00 | (4) | (4) | Common Stock | 14680.00 | (4) | 0.00 | D | |
Performance Share Units | (5) | 6/7/2020 | | D | | | 14346.00 | (5) | (5) | Common Stock | 14346.00 | (5) | 0.00 | D | |
Performance Share Units | (6) | 6/7/2020 | | D | | | 52338.00 | (6) | (6) | Common Stock | 52338.00 | (6) | 0.00 | D | |
Restricted Share Units | (7) | 6/7/2020 | | D | | | 3549.00 | (7) | (7) | Common Stock | 3549.00 | (7) | 0.00 | D | |
Restricted Share Units | (8) | 6/7/2020 | | D | | | 5892.00 | (8) | (8) | Common Stock | 5892.00 | (8) | 0.00 | D | |
Restricted Share Units | (9) | 6/7/2020 | | D | | | 11098.00 | (9) | (9) | Common Stock | 11098.00 | (9) | 0.00 | D | |
Restricted Share Units | (10) | 6/7/2020 | | D | | | 12328.00 | (10) | (10) | Common Stock | 12328.00 | (10) | 0.00 | D | |
Restricted Share Units | (11) | 6/7/2020 | | D | | | 24343.00 | (11) | (11) | Common Stock | 24343.00 | (11) | 0.00 | D | |
Restricted Share Units | (12) | 6/7/2020 | | D | | | 93184.00 | (12) | (12) | Common Stock | 93184.00 | (12) | 0.00 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between CenterState Bank Corporation ("CenterState") and South State Corporation ("South State"), 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 CenterState or South State) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The price of South State common stock on NASDAQ on the Closing Date was $60.27. |
(2) | Disposition of Performance Share Units ("PSUs") awarded on 2/19/19 pursuant to the completion of the performance goals set forth in CenterState's 2015 Long Term Incentive Plan. The PSUs are fully vested and subject to a mandatory two-year hold period ending on 1/1/2021. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
(3) | Disposition of PSUs awarded on 2/18/20 pursuant to the completion of the performance goals set forth in CenterState's 2016 Long Term Incentive Plan. The PSUs are fully vested and subject to a mandatory two-year hold period ending on 2/18/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
(4) | Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2017 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2021 and then are subject to a mandatory two-year hold period ending on 1/1/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
(5) | Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2018 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2022 and then are subject to a mandatory two-year hold period ending on 1/1/2024. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on target performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
(6) | Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2019 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2023 and then are subject to a mandatory two-year hold period ending on 1/1/2025. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. |
(7) | Disposition of time vested Restricted Share Units ("RSUs") awarded on 9/17/15. The RSUs are fully vested and subject to a two year hold period ending on 1/1/2021. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
(8) | Disposition of RSUs awarded on 9/12/16. The RSUs are fully vested and subject to a two year hold period ending on 1/1/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
(9) | Disposition of RSUs awarded on 9/19/17. The RSUs vest one-third on January 1st 2019, 2020 and 2021 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
(10) | Disposition of RSUs awarded on 9/12/18. The RSUs vest one-third on January 1st 2020, 2021 and 2022 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
(11) | Disposition of RSUs awarded on 9/10/19. The RSUs vest one-third on January 1st 2021, 2022 and 2023 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
(12) | Disposition of RSUs awarded on 5/28/20 that will cliff vest on 5/28/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Corbett John C 1101 FIRST STREET SOUTH, SUITE 202 WINTER HAVEN, FL 33880 | X |
| President and CEO |
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Signatures
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William E. Matthews, V, CFO, pursuant to power of attorney | | 6/9/2020 |
**Signature of Reporting Person | Date |
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