As of the close of business on October 31, 2019, the reporting persons beneficially owned an aggregate of 3,827,750 shares of the Issuers Common Stock or 7.8% of the Issuers Common Stock outstanding. The calculation of the foregoing percentage was based on 49,156,231 shares of the Issuers Common Stock outstanding as of September 16, 2019, as per the Issuers Form 8-K dated October 29, 2019.
On November 1, 2019, pursuant to the terms of the Agreement and Plan of Reorganization, dated as of June 16, 2019 (the "Merger Agreement"), by and between the Issuer and Prosperity Bancshares, Inc., a Texas corporation ("Prosperity"), the Issuer merged with and into Prosperity, with Prosperity continuing as the surviving entity in the merger (the "Merger"). Immediately after the Merger, the Issuers wholly owned bank subsidiary, LegacyTexas Bank, merged with and into Prosperitys wholly owned bank subsidiary, Prosperity Bank (the "Bank Merger"), with Prosperity Bank as the surviving entity in the Bank Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuers Common Stock (subject to certain customary exceptions, which were cancelled in the Merger) was converted into the right to receive (i) 0.5280 shares of common stock, par value $1.00 per share, of Prosperity; and (ii) $6.28 in cash, without interest. Accordingly, at the Effective Time of the Merger, the reporting persons no longer beneficially owned any shares of the Issuers Common Stock.
(b) Percent of Class:
0.0% (See Item 4(a)).
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
52471Y106
|
SCHEDULE 13G
|
Page
|
|
11
|
|
of
|
|
14
|
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
52471Y106
|
SCHEDULE 13G
|
Page
|
|
12
|
|
of
|
|
14
|
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 5, 2019, by and among ICS Opportunities, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
52471Y106
|
SCHEDULE 13G
|
Page
|
|
13
|
|
of
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE
|
|
|
|
|
|
|
|
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 5, 2019
|
|
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM GROUP MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
/s/ Israel A.
Englander
|
Israel
A. Englander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
52471Y106
|
SCHEDULE 13G
|
Page
|
|
14
|
|
of
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOINT
FILING AGREEMENT
|
|
|
|
|
|
|
|
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of LegacyTexas Financial Group, Inc., a Maryland corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 5, 2019
|
|
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM GROUP MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
/s/ Israel A.
Englander
|
Israel
A. Englander
|