Statement of Changes in Beneficial Ownership (4)
February 16 2017 - 3:29PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
MORROW DAVID L.
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2. Issuer Name
and
Ticker or Trading Symbol
CAROLINA FINANCIAL CORP
[
CARO
]
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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)
Executive VP and Director
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(Last)
(First)
(Middle)
288 MEETING ST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2017
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(Street)
CHARLESTON, SC 29401
(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
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2/15/2017
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A
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625
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A
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$0
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153949
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D
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COMMON STOCK
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5904
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I
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By Spouse
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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EMPLOYEE STOCK OPTION (RIGHT TO BUY)
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$30.9
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2/15/2017
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A
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5611
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(1)
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2/15/2027
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COMMON STOCK
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5611
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$0
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5611
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D
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RESTRICTED STOCK UNITS
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(2)
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2/15/2017
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A
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1828
(2)
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(2)
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(2)
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COMMON STOCK
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1828
(2)
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$0
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1828
(2)
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D
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Explanation of Responses:
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(
1)
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The stock option vests in three equal annual installments beginning on February 15, 2018.
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(
2)
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Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in one installment on December 31, 2018, subject to certain conditions related to the CARO's pretax operating EPS, as defined in the award. In order to vest any portion of the restricted stock units, CARO must achieve certain diluted pretax operating EPS, as defined, over the two-year period ending December 31, 2018. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted pretax operating EPS threshold, and 100% of the restricted stock units upon achieving the target CARO diluted pretax operating EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MORROW DAVID L.
288 MEETING ST
CHARLESTON, SC 29401
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X
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Executive VP and Director
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Signatures
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/s/David L. Morrow
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2/16/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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