0001183121-22-000012.txt : 20221004 0001183121-22-000012.hdr.sgml : 20221004 20221004170248 ACCESSION NUMBER: 0001183121-22-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221001 FILED AS OF DATE: 20221004 DATE AS OF CHANGE: 20221004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Retzloff Steven F. CENTRAL INDEX KEY: 0001183121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37585 FILM NUMBER: 221292797 MAIL ADDRESS: STREET 1: 13955 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 FORMER NAME: FORMER CONFORMED NAME: STERLING BANCSHARES INC. DATE OF NAME CHANGE: 20050729 FORMER NAME: FORMER CONFORMED NAME: RETZLOFF STEVEN F DATE OF NAME CHANGE: 20020827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allegiance Bancshares, Inc. CENTRAL INDEX KEY: 0001642081 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 263564100 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8727 W. SAM HOUSTON PARKWAY N CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 281-894-3200 MAIL ADDRESS: STREET 1: 8727 W. SAM HOUSTON PARKWAY N CITY: HOUSTON STATE: TX ZIP: 77040 4 1 wf-form4_166491734146559.xml FORM 4 X0306 4 2022-10-01 1 0001642081 Allegiance Bancshares, Inc. ABTX 0001183121 Retzloff Steven F. 8847 W. SAM HOUSTON PKWY. NORTH SUITE 200 HOUSTON TX 77040 1 1 0 0 CEO Common Stock 2022-10-01 4 D 0 38835 0 D 0 D Common Stock 2022-10-01 4 D 0 266667 0 D 0 I By Retzloff Holdings, LTD. Common Stock 2022-10-01 4 D 0 8882 0 D 0 I By SF Retzloff Family Limited Partnership, LTD Common Stock 2022-10-01 4 D 0 18000 0 D 0 I By Retzloff Industries, Inc. On October 1, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 5, 2021, by and between CBTX, Inc. ("CBTX") and Allegiance Bancshares, Inc. ("Allegiance"), Allegiance merged with and into CBTX, with CBTX as the surviving corporation (the "Merger"). In connection with the Merger, each outstanding share of Allegiance common stock (including restricted stock awards, which were deemed vested immediately prior to the Merger), subject to certain limited exceptions, was converted into the right to receive 1.4184 shares of CBTX common stock (the "exchange ratio"), with cash payable in lieu of any fractional share. In connection with the Merger, the reporting person received CBTX common stock in exchange for all of the reporting person's shares of Allegiance common stock (including the foregoing restricted stock awards), with cash received in lieu of a fractional share, in each case without interest. /s/ Shanna Kuzdzal, Attorney-in-fact 2022-10-04