FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST SECURITY GROUP INC/TN [ FSGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common Stock(1) | 10/31/2015 | D | 112,850 | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Stock Options - Right to Buy(1)(3) | $2.33 | 10/31/2015 | D | 262,500 | (4) | 07/24/2023 | Common Stock | 262,500 | (4) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger, dated March 25, 2015, by and between Atlantic Capital Bancshares, Inc. ("Atlantic Capital") and First Security Group, Inc. ("First Security") (as amended on June 8, 2015, the "Merger Agreement"), on October 31, 2015 (the "Effective Date"), First Security merged with and into Atlantic Capital (the "Merger"), with Atlantic Capital continuing as the surviving corporation. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of First Security common stock or stock options. |
2. Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of First Security's common stock was converted into the right to receive either (a) stock consideration of 0.188 shares (the "Exchange Ratio") of Atlantic Capital common stock or (b) cash consideration of $2.35 per share (together with cash in lieu of fractional shares, the "Merger Consideration"). Restricted shares of First Security common stock outstanding on the Effective Date became fully-vested and were converted into the right to receive the Merger Consideration. |
3. Pursuant to the Merger Agreement, on the Effective Date, all outstanding options and other stock-based awards of First Security issued and outstanding immediately prior to the Effective Date were assumed by Atlantic Capital or substituted for substantially identical options or other awards under Atlantic Capital's equity incentive compensation plans. |
4. This option, which provided for vesting in five equal installments beginning on July 24, 2014, was assumed by Atlantic Capital in the Merger and substituted with an option to purchase 49,350 shares of Atlantic Capital common stock for $12.39 per share. |
Remarks: |
/s/ Denise M. Cobb; By: /s/ John R. Haddock, as Attorney-in-Fact | 11/02/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |