0001104659-22-106085.txt : 20221004 0001104659-22-106085.hdr.sgml : 20221004 20221004215325 ACCESSION NUMBER: 0001104659-22-106085 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: Vitulli, III Ramon A. CENTRAL INDEX KEY: 0001654249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38280 FILM NUMBER: 221294374 BUSINESS ADDRESS: BUSINESS PHONE: 281-894-3200 MAIL ADDRESS: STREET 1: 8847 W. SAM HOUSTON PARKWAY N., STE. 200 CITY: HOUSTON STATE: TX ZIP: 77040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Stellar Bancorp, Inc. CENTRAL INDEX KEY: 0001473844 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 208339782 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 GREENWAY PLAZA, SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: (713) 210-7600 MAIL ADDRESS: STREET 1: 9 GREENWAY PLAZA, SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Stellar Bancorp. Inc. DATE OF NAME CHANGE: 20221003 FORMER COMPANY: FORMER CONFORMED NAME: CBTX, Inc. DATE OF NAME CHANGE: 20171011 FORMER COMPANY: FORMER CONFORMED NAME: CBFH, Inc. DATE OF NAME CHANGE: 20091005 4 1 tm2226568-20_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-01 0 0001473844 Stellar Bancorp, Inc. STEL 0001654249 Vitulli, III Ramon A. 9 GREENWAY PLAZA, SUITE 110 HOUSTON TX 77046 0 1 0 0 President Common Stock 2022-10-01 4 A 0 56178 A 56178 D Common Stock 2022-10-01 4 F 0 3495 D 52683 D Employee Stock Option (right to buy) 14.11 2022-10-01 4 A 0 13262 A 2024-04-24 Common Stock 13262 13262 D Shares received in exchange for shares of Allegiance Bancshares, Inc. ("Allegiance"). On October 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Allegiance merged with and into Stellar Bancorp, Inc., formerly CBTX, Inc. ("Stellar"), with Stellar as the surviving entity (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of Allegiance common stock was converted into the right to receive 1.4184 shares of Stellar common stock ("Exchange Ratio"). Represents shares withheld to satisfy tax liability for vesting of restricted shares of common stock in connection with the closing of the Merger. Currently exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Allegiance common stock fully vested and was automatically converted into an option to purchase a number of shares of Stellar common stock equal to the number of shares of Allegiance common stock subject to such option multiplied by the Exchange Ratio, and having a per share exercise price equal to the per share exercise price for shares of Allegiance common stock subject to such option divided by the Exchange Ratio. /s/ Justin M. Long, attorney-in-fact 2022-10-04