Statement of Changes in Beneficial Ownership (4)
January 03 2019 - 4:52PM
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
*
WILEY J THOMAS JR
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2. Issuer Name
and
Ticker or Trading Symbol
Cadence Bancorporation
[
CADE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3399 PEACHTREE ROAD NE, SUITE 1900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2019
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(Street)
ATLANTA, GA 30326
(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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Cadence Class A Common Stock
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1/1/2019
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A
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362560
(1)
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A
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(2)
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362560
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D
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Cadence Class A Common Stock
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1/1/2019
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A
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127100
(3)
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A
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(2)
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127100
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I
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Kiokee Creek Holdings, LLLP
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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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Explanation of Responses:
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(1)
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Represents shares of common stock of Cadence Bancorporation (the "Issuer") received in exchange for 285,256 shares of common stock of State Bank Financial Corporation ("STBZ") pursuant to the merger of STBZ with and into the Issuer (the "Merger").
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(2)
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The exchange ratio in the Merger was 1.271 shares of Issuer common stock for each share of STBZ common stock, with fractional shares paid in cash. On the effective date of the Merger, the most recent closing price of the Issuer's common stock was $16.78 per share, and the most recent closing price of STBZ's common stock was $21.59 per share.
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(3)
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Represents shares of common stock of Cadence Bancorporation (the "Issuer") received in exchange for 100,000 shares of common stock of State Bank Financial Corporation ("STBZ") pursuant to the merger of STBZ with and into the Issuer (the "Merger").
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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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WILEY J THOMAS JR
3399 PEACHTREE ROAD NE
SUITE 1900
ATLANTA, GA 30326
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X
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Signatures
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/s/ Cadence Bancorporation by POA By: Matthew Roux, Financial Reporting Manager
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1/3/2019
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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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