Statement of Changes in Beneficial Ownership (4)
January 03 2020 - 10:05AM
Edgar (US Regulatory)
FORM 4
[X]
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
*
SCAGGS RYAN |
2. Issuer Name and Ticker or Trading Symbol
Entegra Financial Corp.
[
ENFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Operating Officer |
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(Last)
(First)
(Middle)
14 ONE CENTER CT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2019 |
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(Street)
FRANKLIN, NC 28734
(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 | 12/31/2019 | | D | | 26937 | D | $30.18 (1) | 0 | 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 |
| Restricted Stock Units | (2) | 12/31/2019 | | D | | | 2700 | (3) | (4) | Common Stock | 2700 | $30.18 (7) | 0 | D | |
| Stock Options | $18.55 | 12/31/2019 | | D | | | 31500 | 11/30/2016 (5) | (6) | Common Stock | 31500 | $11.63 (8) | 0 | D | |
| Explanation of Responses: |
| (1) | The common stock was disposed of in connection with the consummation of the merger between the Issuer and a direct, wholly-owned subsidiary of First-Citizens Bank & Trust Company (the "Merger"). The disposition was approved in advance by the Issuer's board of directors pursuant to Rule 16b-3(e), and, therefore, is exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). |
| (2) | Each restricted stock unit represented the contingent right to receive one share of common stock upon vesting of the unit. |
| (3) | Restricted stock units were to vest in five equal annual installments beginning on 11/30/2016, the first anniversary of the date of grant. |
| (4) | No expiration date. |
| (5) | Stock options were to vest in five equal annual installments beginning on 11/30/2016, the first anniversary of the date of the grant. |
| (6) | Ten years from exercise date. |
| (7) | The restricted stock units were cancelled by an agreement between the Reporting Person and the Issuer in connection with the Merger. The disposition was approved in advance by the Issuer's board of directors pursuant to Rule 16b-3(e), and, therefore, is exempt from Section 16(b) of the Exchange Act. |
| (8) | The options were cancelled by an agreement between the Reporting Person and the Issuer in connection with the Merger. The disposition was approved in advance by the Issuer's board of directors pursuant to Rule 16b-3(e), and, therefore, is exempt from Section 16(b) of the Exchange Act. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SCAGGS RYAN
14 ONE CENTER CT
FRANKLIN, NC 28734 |
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| EVP & Chief Operating Officer |
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Signatures
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| /s/ Ryan Scaggs | | 1/3/2020 |
| **Signature of Reporting Person | Date |
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