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^*

Corbett John C

(Last)

(First)

(Middle)

1101 FIRST STREET SOUTH, SUITE 202

(Street)

WINTER HAVEN

33880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CenterState Bank Corp [ CSFL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2020

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	06/07/2020		D		117,688	D	⁽¹⁾	0.00	D

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)
Performance Share Units	⁽²⁾	06/07/2020		D			16,362	⁽²⁾	⁽²⁾	Common Stock	16,362	⁽²⁾	0.00	D
Performance Share Units	⁽³⁾	06/07/2020		D			12,449	⁽³⁾	⁽³⁾	Common Stock	12,449	⁽³⁾	0.00	D
Performance Share Units	⁽⁴⁾	06/07/2020		D			14,680	⁽⁴⁾	⁽⁴⁾	Common Stock	14,680	⁽⁴⁾	0.00	D
Performance Share Units	⁽⁵⁾	06/07/2020		D			14,346	⁽⁵⁾	⁽⁵⁾	Common Stock	14,346	⁽⁵⁾	0.00	D
Performance Share Units	⁽⁶⁾	06/07/2020		D			52,338	⁽⁶⁾	⁽⁶⁾	Common Stock	52,338	⁽⁶⁾	0.00	D
Restricted Share Units	⁽⁷⁾	06/07/2020		D			3,549	⁽⁷⁾	⁽⁷⁾	Common Stock	3,549	⁽⁷⁾	0.00	D
Restricted Share Units	⁽⁸⁾	06/07/2020		D			5,892	⁽⁸⁾	⁽⁸⁾	Common Stock	5,892	⁽⁸⁾	0.00	D
Restricted Share Units	⁽⁹⁾	06/07/2020		D			11,098	⁽⁹⁾	⁽⁹⁾	Common Stock	11,098	⁽⁹⁾	0.00	D
Restricted Share Units	⁽¹⁰⁾	06/07/2020		D			12,328	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,328	⁽¹⁰⁾	0.00	D
Restricted Share Units	⁽¹¹⁾	06/07/2020		D			24,343	⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,343	⁽¹¹⁾	0.00	D
Restricted Share Units	⁽¹²⁾	06/07/2020		D			93,184	⁽¹²⁾	⁽¹²⁾	Common Stock	93,184	⁽¹²⁾	0.00	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between CenterState Bank Corporation ("CenterState") and South State Corporation ("South State"), pursuant to which CenterState merged with and into South State (the "Merger") on June 7, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of CenterState common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by CenterState or South State) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The price of South State common stock on NASDAQ on the Closing Date was $60.27.

2. Disposition of Performance Share Units ("PSUs") awarded on 2/19/19 pursuant to the completion of the performance goals set forth in CenterState's 2015 Long Term Incentive Plan. The PSUs are fully vested and subject to a mandatory two-year hold period ending on 1/1/2021. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

3. Disposition of PSUs awarded on 2/18/20 pursuant to the completion of the performance goals set forth in CenterState's 2016 Long Term Incentive Plan. The PSUs are fully vested and subject to a mandatory two-year hold period ending on 2/18/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

4. Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2017 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2021 and then are subject to a mandatory two-year hold period ending on 1/1/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

5. Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2018 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2022 and then are subject to a mandatory two-year hold period ending on 1/1/2024. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on target performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

6. Disposition of PSUs awarded on 5/28/20 pursuant to the completion of the performance goals set forth in CenterState's 2019 Long Term Incentive Plan. The PSUs will continue to time vest through 1/1/2023 and then are subject to a mandatory two-year hold period ending on 1/1/2025. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState PSU was converted into a South State RSU, with the number of underlying shares of South State common stock determined based on actual performance as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. The converted CenterState PSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

7. Disposition of time vested Restricted Share Units ("RSUs") awarded on 9/17/15. The RSUs are fully vested and subject to a two year hold period ending on 1/1/2021. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

8. Disposition of RSUs awarded on 9/12/16. The RSUs are fully vested and subject to a two year hold period ending on 1/1/2022. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

9. Disposition of RSUs awarded on 9/19/17. The RSUs vest one-third on January 1st 2019, 2020 and 2021 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

10. Disposition of RSUs awarded on 9/12/18. The RSUs vest one-third on January 1st 2020, 2021 and 2022 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

11. Disposition of RSUs awarded on 9/10/19. The RSUs vest one-third on January 1st 2021, 2022 and 2023 and are subject to a mandatory two-year hold period after each vesting date. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

12. Disposition of RSUs awarded on 5/28/20 that will cliff vest on 5/28/2023. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState RSU was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Remarks:

	William E. Matthews, V, CFO, pursuant to power of attorney	06/09/2020
	** Signature of Reporting Person	Date
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