0001104659-21-147276.txt : 20211207
0001104659-21-147276.hdr.sgml : 20211207
20211207172049
ACCESSION NUMBER: 0001104659-21-147276
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211203
FILED AS OF DATE: 20211207
DATE AS OF CHANGE: 20211207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cantrell Jeffery Richard
CENTRAL INDEX KEY: 0001554928
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32590
FILM NUMBER: 211476863
MAIL ADDRESS:
STREET 1: 4235 INNSLAKE DR
STREET 2: SUITE 200
CITY: GLEN ALLEN
STATE: VA
ZIP: 23060
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Community Bankers Trust Corp
CENTRAL INDEX KEY: 0001323648
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 202652949
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9954 MAYLAND DRIVE
STREET 2: SUITE 2100
CITY: RICHMOND
STATE: VA
ZIP: 23233
BUSINESS PHONE: (804) 934-9999
MAIL ADDRESS:
STREET 1: 9954 MAYLAND DRIVE
STREET 2: SUITE 2100
CITY: RICHMOND
STATE: VA
ZIP: 23233
FORMER COMPANY:
FORMER CONFORMED NAME: Community Bankers Trust CORP
DATE OF NAME CHANGE: 20080603
FORMER COMPANY:
FORMER CONFORMED NAME: Community Bankers Acquisition Corp.
DATE OF NAME CHANGE: 20050413
4
1
tm2134809-11_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-03
1
0001323648
Community Bankers Trust Corp
ESXB
0001554928
Cantrell Jeffery Richard
9954 MAYLAND DRIVE
SUITE 2100
RICHMOND
VA
23233
0
1
0
0
EVP and COO, Essex Bank
Common Stock
2021-12-03
4
D
0
30875
D
0
D
Employee Stock Option
5.07
2021-12-03
4
D
0
20000
D
2026-01-22
Common Stock
20000
0
D
Employee Stock Option
7.40
2021-12-03
4
D
0
20000
D
2027-01-20
Common Stock
20000
0
D
Employee Stock Option
8.45
2021-12-03
4
D
0
20000
D
2028-01-19
Common Stock
20000
0
D
Employee Stock Option
7.70
2021-12-03
4
D
0
25000
D
2029-01-18
Common Stock
25000
0
D
Employee Stock Option
9.45
2021-12-03
4
D
0
20000
D
2030-01-17
Common Stock
20000
0
D
Employee Stock Option
7.67
2021-12-03
4
D
0
20000
D
2031-02-19
Common Stock
20000
0
D
Restricted Stock Units (performance-based)
2021-12-03
4
D
0
5000
D
2023-12-31
Common Stock
5000
0
D
The transaction reported is the disposition of shares of the Issuer's common stock pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United Bankshares, Inc. ("United") and the Issuer, pursuant to which the Issuer was merged with and into United effective December 3, 2021 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of the Issuer's common stock was converted into 0.3173 shares of United's common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
The option vested in four equal annual installments beginning on January 22, 2017.
The option vested in four equal annual installments beginning on January 20, 2018.
The option vested and was to vest in four equal annual installments beginning on January 19, 2019.
The option vested and was to vest in four equal annual installments beginning on January 18, 2020.
The option vested and was to vest in four equal annual installments beginning on January 17, 2021.
The option was to vest in four equal annual installments beginning on February 19, 2022.
The option was assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with an option to purchase shares of United's common stock equal to the number of shares of the Issuer's common stock subject to such option multiplied by 0.3173, at an exercise price equal to the exercise price of such option divided by 0.3173.
The restricted stock units were assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with the right to receive a number of shares of United's common stock equal to the vested number of shares of the Issuer's common stock multiplied by 0.3173. The vesting of the performance-based restricted stock units, and the corresponding issuance of shares of common stock, had been based on the Issuer's performance with respect to the return on average assets financial metric over the three-year period ending December 31, 2023.
/s/ John M. Oakey, III by power of attorney
2021-12-07