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
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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