0001209191-17-063381.txt : 20171204 0001209191-17-063381.hdr.sgml : 20171204 20171204094733 ACCESSION NUMBER: 0001209191-17-063381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171204 DATE AS OF CHANGE: 20171204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kavanagh Kenneth Johnson CENTRAL INDEX KEY: 0001575292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35655 FILM NUMBER: 171235939 MAIL ADDRESS: STREET 1: 121 ALHAMBRA PLAZA, SUITE 1601 CITY: CORAL GABLES STATE: FL ZIP: 33134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Capital Bank Financial Corp. CENTRAL INDEX KEY: 0001479750 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 271454759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1601 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305 670 0200 MAIL ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1601 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: North American Financial Holdings, Inc. DATE OF NAME CHANGE: 20091231 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-30 1 0001479750 Capital Bank Financial Corp. CBF 0001575292 Kavanagh Kenneth Johnson C/O CAPITAL BANK FINANCIAL CORP. 4725 PIEDMONT ROW DRIVE, SUITE 110 CHARLOTTE NC 28210 0 1 0 0 Consumer Market Executive Class A Common Stock, par value $0.01 per share 2017-11-30 4 D 0 2038 D 0 D Restricted Common Stock 2017-11-30 4 D 0 13901 D 0 D Common Stock Option (Right to Buy) 18.00 2017-11-30 4 D 0 50000 D 2023-05-21 Class A Common Stock, par value $0.01 per share 50000 0 D On November 30, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the "Merger Agreement"), by and between First Horizon National Corporation ("First Horizon"), Capital Bank Financial Corp. ("Capital Bank Financial"), and Firestone Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Capital Bank Financial (the "Merger"), with Capital Bank Financial as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Capital Bank Financial's Class A Common Stock and Class B Non-Voting Common Stock (together, "Capital Bank Financial Common Stock") was converted into the right to receive either $40.573 in cash (the "Cash Consideration") or 2.1732 shares of First Horizon's Common Stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement. At the Effective Time, these shares of Restricted Common Stock, which provided for vesting ratably over a three year period in annual installments, were cancelled and converted automatically into the right to receive an amount in cash equal to the Cash Consideration, less applicable tax withholdings. At the Effective Time, these stock options, which were granted on May 21, 2013, and one half of which were vested on May 21, 2014 and the other half of which were vested on May 21, 2015, fully vested (to the extent unvested) and were assumed, on the same terms and conditions, by First Horizon and converted into options to purchase a number of shares of First Horizon Common Stock (rounded down to the nearest whole share) that equals the product of (A) the number of shares of Capital Bank Financial Common Stock subject to such stock option immediately prior to the Effective Time multiplied by (B) 2.1732 (the "Exchange Ratio"), at an exercise price per share of First Horizon Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Capital Bank Financial Common Stock of such Capital Bank Financial Stock Option divided by (B) the Exchange Ratio. /s/ Christopher G. Marshall as Attorney-in-Fact 2017-12-04