Statement of Changes in Beneficial Ownership (4)
October 26 2016 - 6:21PM
Edgar (US Regulatory)
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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
*
Nielsen David L
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2. Issuer Name
and
Ticker or Trading Symbol
CommunityOne Bancorp
[
COB
]
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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)
Chief Financial Officer
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(Last)
(First)
(Middle)
2227 RED FOX TRAIL
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/26/2016
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(Street)
CHARLOTTE, NC 28211
(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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10/26/2016
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D
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63563
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D
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(1)
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0
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D
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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
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$16.00
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10/26/2016
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D
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17294
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(2)
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10/1/2024
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Common Stock
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17294
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(2)
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0
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D
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Employee Stock
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$16.00
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10/26/2016
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D
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8647
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(2)
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7/31/2025
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Common Stock
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8647
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to merger agreement between the issuer and Capital Financial Bank. Pursuant to the merger agreement, as of the effective date, each issued and outstanding share of issuer common stock was converted into the right to receive either (i) $14.25 in cash or (ii) 0.43 shares of Capital Bank Financial Class A common stock, based on the holder's election and subject to proration. As a result of the merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
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(
2)
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These options, which became fully vested as a result of the merger, were assumed by Capital Bank Financial in the merger and replaced with options exercisable for that number of whole shares of Capital Bank Financial Class A common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of issuer's common stock subject to such stock option multiplied by (ii) the exchange ratio, with an exercise price per share of Capital Bank Financial Class A common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of issuer common stock of such stock option by (B) the exchange ratio.
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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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Nielsen David L
2227 RED FOX TRAIL
CHARLOTTE, NC 28211
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Chief Financial Officer
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Signatures
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/s/ Beth S. DeSimone as Attorney-in-Fact
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10/26/2016
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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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