0001209191-17-063386.txt : 20171204
0001209191-17-063386.hdr.sgml : 20171204
20171204095958
ACCESSION NUMBER: 0001209191-17-063386
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: Reid Robert L
CENTRAL INDEX KEY: 0001533640
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35655
FILM NUMBER: 171235995
MAIL ADDRESS:
STREET 1: 150 SOUTH FAYETTEVILLE STREET
CITY: ASHEBORO
STATE: NC
ZIP: 27203
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
0001533640
Reid Robert L
2111 RADCLIFFE AVENUE
CHARLOTTE
NC
28207
1
0
0
0
Class A Common Stock, par value $0.01 per share
2017-11-30
4
D
0
28462
D
0
D
Common Stock Option (Right to Buy)
37.21
2017-11-30
4
D
0
19781
D
2024-10-01
Class A Common Stock
19781
0
D
Common Stock Option (Right to Buy)
37.21
2017-11-30
4
D
0
2528
D
2024-10-01
Class A Common Stock
2528
0
D
Common Stock Option (Right to Buy)
37.21
2017-11-30
4
D
0
10488
D
2025-07-31
Class A Common Stock
10488
0
D
Common Stock Option (Right to Buy)
37.21
2017-11-30
4
D
0
11821
D
2025-07-31
Class A Common Stock
11821
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 stock options, which previously became fully vested on October 26, 2016, 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