Statement of Changes in Beneficial Ownership (4)
April 06 2020 - 4:09PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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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
*
MORITZ JEFFREY J |
2. Issuer Name and Ticker or Trading Symbol
SOUTHWEST GEORGIA FINANCIAL CORP
[
SGB
]
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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)
Executive Vice President |
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(Last)
(First)
(Middle)
2516 ROLLING RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/6/2020 |
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(Street)
VALDOSTA, GA 31602-1217
(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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| Southwest Georgia Financial Corp (1) | 4/3/2020 (1) | | D(1) | (1) | 8998 (1) | D | (1) | 8998 | D | |
| Southwest Georgia Financial Corp (2) | 4/3/2020 (2) | | D(2) | (2) | 4232 (2) | D | (2) | 4232 | I | ESOP Shares |
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) | 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 |
| Explanation of Responses: |
| (1) | "Pursuant to the Agreement and Plan of Merger, dated December 18, 2019, by and between Southwest Georgia Financial Corporation ("SGB") and The First Bancshares, Inc. ("First Bancshares"), SGB merged with and into First Bancshares with First Bancshares as the surviving corporation (the "Merger"). At 12:01 a.m. on April 3, 2020, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.00 per share, of SGB Common Stock ("SGB Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 1.00 share of the common stock, par value $1.00 per share, of First Bancshares (such shares, the "Merger Consideration"). The closing price of First Bancshares Common Stock on The Nasdaq Stock Market at the Effective Time was $17.94. |
| (2) | "Pursuant to the Agreement and Plan of Merger, dated December 18, 2019, by and between Southwest Georgia Financial Corporation ("SGB") and The First Bancshares, Inc. ("First Bancshares"), SGB merged with and into First Bancshares with First Bancshares as the surviving corporation (the "Merger"). At 12:01 a.m. on April 3, 2020, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.00 per share, of SGB Common Stock ("SGB Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 1.00 share of the common stock, par value $1.00 per share, of First Bancshares (such shares, the "Merger Consideration"). The closing price of First Bancshares Common Stock on The Nasdaq Stock Market at the Effective Time was $17.94. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MORITZ JEFFREY J
2516 ROLLING RD
VALDOSTA, GA 31602-1217 |
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| Executive Vice President |
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Signatures
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| Jeffrey J Moritz By Tammy Croyle AIF | | 4/6/2020 |
| **Signature of Reporting Person | Date |
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