05/02/2025 | Press release | Distributed by Public on 05/02/2025 15:08
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 | ||||||||
Stock Options | $45.2 | 04/30/2025 | D | 1,640 | (2) | 03/20/2028 | Common Stock | 1,640 | (3) | 0 | D | ||||
Stock Options | $25.51 | 04/30/2025 | D | 936 | (4) | 11/17/2030 | Common Stock | 936 | (5) | 0 | D | ||||
Stock Options | $39.06 | 04/30/2025 | D | 518 | (6) | 11/16/2031 | Common Stock | 518 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Connerton John B 6460 MAIN STREET WILLIAMSVILLE, NY 14221 |
Treasurer |
/s/ Jessica L. Brosius, Attorney in fact for John B. Connerton | 05/02/2025 | |
**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) | Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2024 (the "Merger Agreement"), between the Issuer and NBT Bancorp, Inc., each issued and outstanding share of Issuer common stock was converted into the right to receive 0.91 shares of NBT Bancorp, Inc. common stock (subject to the payment of cash in lieu of fractional shares). |
(2) | The options were fully vested and exercisable. |
(3) | In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), that had a per share exercise price equal to or greater than the per share consideration price ($38.59) was cancelled for no consideration. |
(4) | Stock options vest at a rate of 20% per year commencing on November 17, 2021. |
(5) | In accordance with the Merger Agreement, each option to acquire common stock of the Issuer that is outstanding immediately prior to the effective time of the merger (whether vested or unvested), was cancelled and converted into the right to receive a cash payment, less applicable taxes and other withholdings, equal to the difference between the exercise price of the option and the per share consideration price ($38.59), multiplied by the number of shares subject to such option. |
(6) | Stock options vest at a rate of 25% per year commencing on November 16, 2022. |