0001209191-15-058082.txt : 20150701
0001209191-15-058082.hdr.sgml : 20150701
20150701171548
ACCESSION NUMBER: 0001209191-15-058082
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150701
FILED AS OF DATE: 20150701
DATE AS OF CHANGE: 20150701
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Heritage Financial Group Inc
CENTRAL INDEX KEY: 0001493491
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 721 NORTH WESTOVER BOULEVARD
CITY: ALBANY
STATE: GA
ZIP: 31707
BUSINESS PHONE: 229-420-0000
MAIL ADDRESS:
STREET 1: 721 NORTH WESTOVER BOULEVARD
CITY: ALBANY
STATE: GA
ZIP: 31707
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Burger Joseph C Jr
CENTRAL INDEX KEY: 0001325805
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34902
FILM NUMBER: 15966079
MAIL ADDRESS:
STREET 1: C/O HERITAGE FINANCIAL GROUP
STREET 2: 721 NORTH WESTOVER BOULEVARD
CITY: ALBANY
STATE: GA
ZIP: 31707
FORMER NAME:
FORMER CONFORMED NAME: Burger Joseph C
DATE OF NAME CHANGE: 20050502
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-07-01
1
0001493491
Heritage Financial Group Inc
HBOS
0001325805
Burger Joseph C Jr
721 NORTH WESTOVER BOULEVARD
ALBANY
GA
31707
1
0
0
1
Vice Chairman
Common Stock
2015-07-01
4
D
0
30795
D
0
D
Common Stock
2015-07-01
4
D
0
8377
D
0
I
By spouse
Stock Option (Right to buy)
14.97
2015-07-01
4
D
0
23071
12.03
D
2016-05-19
Common Stock
23071
0
D
Stock Option (Right to buy)
11.94
2015-07-01
4
D
0
20480
15.06
D
2021-07-01
Common Stock
20480
0
D
Pursuant to the Agreement and Plan of Merger by and among Renasant Corporation ("Renasant"), Renasant Bank ("Renasant Bank"), Heritage Financial Group, Inc. ("Heritage"), and HeritageBank of the South ("HeritageBank"), dated as of December 10, 2014 (the "Merger Agreement"), on July 1, 2015 (the "Effective Date"), Heritage merged with and into Renasant (the "Merger"), with Renasant continuing as the surviving corporation. Immediately following the Merger, HeritageBank merged with and into Renasant Bank, with Renasant Bank continuing as the surviving banking association.
Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of Heritage's common stock was converted into the right to receive 0.9266 shares (the "Exchange Ratio") of Renasant common stock. Restricted shares of Heritage common stock outstanding on the Effective Date became fully-vested and were converted into shares of Renasant common stock, adjusted to reflect the Exchange Ratio. Any fractional share due was paid in cash.
Pursuant to the Merger Agreement, on the Effective Date, each in-the-money Heritage stock option became fully-vested and was converted into the right to receive a cash payment equal to (a) the total number of shares subject to such stock option multiplied by (b) the difference between $27.00 and the exercise price of the option, less applicable tax withholdings (the "Option Cancellation"). Stock appreciation rights granted in tandem with the Heritage stock options were cancelled in connection with the Option Cancellation for no additional consideration.
The options were granted under the Issuer's 2006 Equity Incentive Plan and vested in five equal annual installments beginning on May 19, 2007.
The options were granted under the Issuer's 2011 Equity Incentive Plan and vest in five equal annual installments beginning on July 1, 2012.
Reflects the difference between the exercise price of the option and $27.00.
/s/ T. Heath Fountain, POA
2015-07-01