Statement of Changes in Beneficial Ownership (4)
July 01 2015 - 2:46PM
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
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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
*
Martin Edward Coleman
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2. Issuer Name
and
Ticker or Trading Symbol
VALLEY FINANCIAL CORP /VA/
[
VYFC
]
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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)
EVP
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(Last)
(First)
(Middle)
36 CHURCH AVENUE SW
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2015
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(Street)
ROANOKE, VA 24011
(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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7/1/2015
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D
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10632
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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 Option
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$13.1000
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7/1/2015
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D
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2000
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(2)
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7/27/2016
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Common Stock
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2000
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(2)
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0
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D
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Employee Stock Option
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$12.2000
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7/1/2015
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D
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1500
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(3)
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3/12/2017
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Common Stock
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1500
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(3)
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0
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D
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Employee Stock Option
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$10.2500
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7/1/2015
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D
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1250
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(4)
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10/25/2017
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Common Stock
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1250
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(4)
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0
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D
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Employee Stock Option
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$6.0000
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7/1/2015
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D
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3000
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(5)
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12/29/2018
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Common Stock
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3000
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(5)
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0
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D
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Employee Stock Option
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$3.0500
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7/1/2015
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D
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3000
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(2)
(6)
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12/9/2019
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Common Stock
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3000
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(6)
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0
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D
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Employee Stock Option
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$10.63
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7/1/2015
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D
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600
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(7)
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10/17/2023
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Common Stock
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600
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(7)
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0
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D
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Employee Stock Option
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$10.6300
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7/1/2015
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D
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2400
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(8)
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10/17/2023
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Common Stock
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2400
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(8)
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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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Effective July 1, 2015, pursuant to an Agreement and Plan of Reorganization, dated as of November 17, 2014 (the "Merger Agreement"), by and among Valley Financial Corp and BNC Bancorp, Valley Financial Corp merged with and into BNC Bancorp, with BNC Bancorp as the surviving company (the "Merger"). In the Merger, each share of Valley Financial Corp's common stock converted into 1.1081 shares of BNC Bancorp's common stock.
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(
2)
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This option, which provided for vesting in five equal annual installments beginning July 27, 2007, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2216 shares of BNC Bancorp common stock at a price of $11.82. All other terms remain the same.
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(
3)
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This option, which provided for vesting in five equal annual installments beginning March 12, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1662 shares of BNC Bancorp common stock at a price of $11.01. All other terms remain the same.
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(
4)
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This option, which was provided for vesting in five equal annual installments beginning October 25, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1385 shares of BNC Bancorp common stock at a price of $9.25 per share. All other terms remain the same.
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(
5)
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This option, which provided for vesting in five equal annual installments beginning December 30, 2009, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 3324 shares of BNC Bancorp common stock at a price of $5.41. All other terms remain the same.
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(
6)
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This option, which provided for vesting in five equal annual installments beginning December 10, 2010, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 3324 shares of BNC Bancorp common stock at a price of $2.75 per share. All other terms remain the same.
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(
7)
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This option, which provided for vesting in five equal annual installments beginning October 18, 2014, was assumed by BNC Bancorp in the merger, fully vested and replaced with an option to purchase 664 shares of BNC Bancorp common stock at a price of $9.59 per share. All other terms remain the same.
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(
8)
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This option, which provided for vesting in five equal annual installments beginning October 18, 2014, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2659 shares of BNC Bancorp common stock for a price of $9.59 per share. All other terms remain the same.
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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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Martin Edward Coleman
36 CHURCH AVENUE SW
ROANOKE, VA 24011
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EVP
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Signatures
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Edward Coleman Martin
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7/1/2015
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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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