0001171843-19-007789.txt : 20191125 0001171843-19-007789.hdr.sgml : 20191125 20191125130316 ACCESSION NUMBER: 0001171843-19-007789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191122 FILED AS OF DATE: 20191125 DATE AS OF CHANGE: 20191125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRAHAM THOMAS H CENTRAL INDEX KEY: 0001581997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50345 FILM NUMBER: 191245026 MAIL ADDRESS: STREET 1: C/O PEPCO HOLDINGS, INC. STREET 2: 701 - 9TH STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20068 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 4 1 ownership.xml X0306 4 2019-11-22 1 0001253317 OLD LINE BANCSHARES INC OLBK 0001581997 GRAHAM THOMAS H 1525 POINTER RIDGE PLACE 701 - 9TH STREET, NW BOWIE MD 20716 1 0 0 0 Common Stock 2019-11-22 4 D 0 34724 D 0 D Stock options 16.76 2019-11-22 4 D 0 1200 D 2014-02-26 2024-02-25 Common Stock 1200 0 D Stock options 14.38 2019-11-22 4 D 0 1200 D 2015-02-25 2025-02-24 Common Stock 1200 0 D Stock options 17.75 2019-11-22 4 D 0 1200 D 2016-02-24 2026-02-23 Common Stock 1200 0 D On November 22, 2019, Old Line Bancshares, Inc. ("Old Line") completed its previously announced merger (the "Merger") with Wesbanco, Inc. ("Wesbanco"), pursuant to an Agreement and Plan of Merger, dated as of July 23, 2019, by and among Wesbanco, Wesbanco Bank, Inc, Old Line and Old Line Bank. In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of Old Line common stock issued an outstanding immediately prior to the Merger was converted into the right to receive 0.7844 of a share of common stock of Wesbanco ("Exchange Ratio") plus cash in lieu of any fractional share of Wesbanco common stock equal to the product of $37.81 and the fraction of a share to which such holder would otherwise have been entitled. On November 22, 2019, the effective date of the Merger, the closing price of Wesbanco common stock on the Nasdaq Global Select Market was $36.75 per share. All options were assumed by Wesbanco in the Merger and converted into an option to purchase the number of shares of Wesbanco common stock equal to the product of the number of shares of Old Line common stock subject to such option multiplied by the Exchange Ratio, at an exercise price equal to the quotient of the exercise price per share of Old Line common stock subject to such option divided by the Exchange Ratio. /s/ Elise M. Adams, Attorney-in-Fact 2019-11-25