SEC FORM 4

SEC Form 4

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^*

Carter Tim

(Last)

(First)

(Middle)

1320 S. UNIVERSITY DRIVE

SUITE 900

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OmniAmerican Bancorp, Inc. [ OABC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	12/17/2014		D		83,700	D	⁽¹⁾⁽²⁾⁽³⁾	0	D
common stock	12/17/2014		D		3,092	D	⁽¹⁾⁽²⁾	0	I	ESOP
common stock	12/17/2014		D		7,339	D	⁽¹⁾⁽²⁾	0	I	401(K)
common stock	12/17/2014		D		13,550	D	⁽¹⁾⁽²⁾	0	I	IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$21.09	12/17/2014		D			67,981	⁽⁴⁾	03/04/2024	common stock	67,981	⁽⁵⁾	0	D
Employee Stock Option	$21.05	12/17/2014		D			24,000	⁽⁶⁾	07/10/2022	common stock	24,000	⁽⁵⁾	0	D
Employee Stock Option	$14.15	12/17/2014		D			60,711	⁽⁷⁾	06/12/2021	common stock	60,711	⁽⁵⁾	0	D

Explanation of Responses:

1. On April 28, 2014, OmniAmerican Bancorp, Inc., a Maryland corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Southside Bancshares, Inc., a Texas corporation ("Southside"), and Omega Merger Sub, Inc., a Marland corporation and a wholly-owned subsidiary of Southside ("Merger Subsidiary"). Pursuant to the Merger Agreement, on December 17, 2014 Merger Subsidiary merged with and into the Company (the "First Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"), and then immediately after the First Merger, on December 17, 2014 the Surviving Corporation merged with and into Southside, with Southside as the surviving corporation. Each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive: (continued on footnote #2)

2. (i) 0.4459 of a share of validly issued, fully paid and nonassessable shares of common stock, par value $1.25 per share, of Southside ("Parent Common Stock") (together with any cash in lieu of fractional shares of Parent Common Stock, the "Stock Consideration"); and (ii) $13.125 per share of Common Stock in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"), on the terms and subject to the conditions set forth in the Merger Agreement.

3. This amount includes 51,255 shares of restricted stock that vested in three or five equal annual installments on each anniversary of the grant date, which occurred on either March 4, 2014, July 10, 2012 or June 13, 2011. Pursuant to the terms of the Merger Agreement, the unvested shares of restricted stock were vested conditional upon the consummation of the First Merger and shares of restricted stock were also entitled to the Merger Consideration upon the consummation of the First Merger.

4. This Stock Option Award vested in five equal annual installments on each anniversary of the grant date, March 4, 2014.

5. Each option to purchase shares of Common Stock vested conditional upon the consummation of the First Merger and cancelled as of the Effective Time in exchange for the right to receive a cash payment per share of Common Stock equal to the excess (if any) of (a) the sum of (i) the Cash Consideration payable with respect to one share of Common Stock and (ii) the value of the Stock Consideration payable with respect to one share of Common Stock (with such value determined based on the closing price of the Parent Common Stock on December 16, 2014) over (b) the exercise price per share of the option being canceled.

6. This Stock Option Award vested in five equal annual installments on each anniversary of the grant date, July 10, 2012.

7. This Stock Option Award vested in three equal annual installments on each anniversary of the grant date, June 13, 2011.

Remarks:

	/s/ Tim Carter	12/18/2014
	** 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.
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