Statement of Changes in Beneficial Ownership (4)
October 29 2021 - 2:43PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Powell Jerry W. |
2. Issuer Name and Ticker or Trading Symbol
Cadence Bancorporation
[
CADE
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & General Counsel |
(Last)
(First)
(Middle)
2800 POST OAK BOULEVARD, SUITE 3800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2021 |
(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class A Common Stock, par value $0.01 per share | 10/29/2021 | | D | | 29024 (1) | D | $0 (2) | 0 | D | |
Class A Common Stock, par value $0.01 per share | 10/29/2021 | | D | | 9343 | D | $0 | 0 | I (3) | Owned by Spouse of Reporting Person (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
Class A Common Stock, par value $0.01 per share | (4) | 10/29/2021 | | D | | | 4196 | 4/1/2022 | 4/1/2022 | Common Stock | 4196 | (5) | 0 | D | |
Class A Common Stock, par value $0.01 per share | (4) | 10/29/2021 | | D | | | 4196 | 4/1/2023 | 4/1/2023 | Common Stock | 4196 | (6) | 0 | D | |
Class A Common Stock, par value $0.01 per share | (4) | 10/29/2021 | | D | | | 3549 | 4/1/2024 | 4/1/2024 | Common Stock | 3549 | (7) | 0 | D | |
Class A Common Stock, par value $0.01 per share | (8) | 10/29/2021 | | A | | 3200 | | 3/31/2023 | 3/31/2023 | Common Stock | 3200 | (8) | 3200 | D | |
Class A Common Stock, par value $0.01 per share | (8) | 10/29/2021 | | A | | 4447 | | 3/31/2024 | 3/31/2024 | Common Stock | 4447 | (8) | 7647 | D | |
Class A Common Stock, par value $0.01 per share | (8) | 10/29/2021 | | D | | | 3200 | 3/31/2023 | 3/31/2023 | Common Stock | 3200 | (9) | 4447 | D | |
Class A Common Stock, par value $0.01 per share | (8) | 10/29/2021 | | D | | | 4447 | 3/31/2024 | 3/31/2024 | Common Stock | 4447 | (10) | 0 | D | |
Explanation of Responses: |
(1) | The number of shares held by the reporting person includes 970 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation 2018 Employee Stock Purchase Plan and Dividend Reinvestment Plan. |
(2) | Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("Cadence"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock. |
(3) | Includes 72 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation Dividend Reinvestment Plan. |
(4) | Represents time-vested restricted stock units each convertible into one share of Cadence common stock under the Amended and Restated Cadence Bancorporation Omnibus Incentive Compensation Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vested restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger. |
(5) | These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,937 shares of BXS common stock. |
(6) | These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,937 shares of BXS common stock. |
(7) | These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,484 shares of BXS common stock. |
(8) | Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger. |
(9) | These performance share units were replaced with BXS restricted stock units convertible into an aggregate 2,240 shares of BXS common stock. |
(10) | These performance share units were replaced with BXS restricted stock units convertible into an aggregate 3,112 shares of BXS common Stock. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Powell Jerry W. 2800 POST OAK BOULEVARD SUITE 3800 HOUSTON, TX 77056 |
|
| EVP & General Counsel |
|
Signatures
|
Jerry W. Powell | | 10/29/2021 |
**Signature of Reporting Person | Date |
Cadence Bank (NYSE:CADE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cadence Bank (NYSE:CADE)
Historical Stock Chart
From Sep 2023 to Sep 2024