0001562180-20-004369.txt : 20200609 0001562180-20-004369.hdr.sgml : 20200609 20200609163322 ACCESSION NUMBER: 0001562180-20-004369 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200607 FILED AS OF DATE: 20200609 DATE AS OF CHANGE: 20200609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Idell Jennifer CENTRAL INDEX KEY: 0001674790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32017 FILM NUMBER: 20952268 MAIL ADDRESS: STREET 1: 42745 U.S. HIGHWAY 27 CITY: DAVENPORT STATE: FL ZIP: 32836 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CenterState Bank Corp CENTRAL INDEX KEY: 0001102266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593606741 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 BUSINESS PHONE: 863-419-7760 MAIL ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 FORMER COMPANY: FORMER CONFORMED NAME: CenterState Banks, Inc. DATE OF NAME CHANGE: 20170508 FORMER COMPANY: FORMER CONFORMED NAME: CenterState Corp DATE OF NAME CHANGE: 20170505 FORMER COMPANY: FORMER CONFORMED NAME: CenterState Banks, Inc. DATE OF NAME CHANGE: 20090724 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2020-06-07 true 0001102266 CenterState Bank Corp CSFL 0001674790 Idell Jennifer 1101 FIRST STREET SOUTH, SUITE 202 WINTER HAVEN FL 33880 false true false false Chief Administrative Officer Common Stock 2020-06-07 4 D false 16019.00 D 0.00 D Performance Share Units 2020-06-07 4 D false 3968.00 D Common Stock 3968.00 0.00 D Performance Share Units 2020-06-07 4 D false 3320.00 D Common Stock 3320.00 0.00 D Performance Share Units 2020-06-07 4 D false 4350.00 D Common Stock 4350.00 0.00 D Performance Share Units 2020-06-07 4 D false 3443.00 D Common Stock 3443.00 0.00 D Performance Share Units 2020-06-07 4 D false 7545.00 D Common Stock 7545.00 0.00 D Restricted Share Units 2020-06-07 4 D false 861.00 D Common Stock 861.00 0.00 D Restricted Share Units 2020-06-07 4 D false 1572.00 D Common Stock 1572.00 0.00 D Restricted Share Units 2020-06-07 4 D false 3289.00 D Common Stock 3289.00 0.00 D Restricted Share Units 2020-06-07 4 D false 2959.00 D Common Stock 2959.00 0.00 D Restricted Share Units 2020-06-07 4 D false 3509.00 D Common Stock 3509.00 0.00 D Restricted Share Units 2020-06-07 4 D false 13432.00 D Common Stock 13432.00 0.00 D Restricted Stock Grants 2020-06-07 4 D false 2250.00 D Common Stock 2250.00 0.00 D 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. 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. 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. 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. Disposition of outstanding restricted stock awards granted on 6/8/12 under CenterState's Equity Incentive Plan that will vest 10% per year over 10 years. Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState restricted stock award was converted into a South State restricted stock award, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState restricted stock awards otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. 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. 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. 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. 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. 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. 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. 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. 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. William E. Matthews, V, CFO, pursuant to power of attorney 2020-06-09