0001247524-19-000143.txt : 20190401 0001247524-19-000143.hdr.sgml : 20190401 20190401161158 ACCESSION NUMBER: 0001247524-19-000143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190401 FILED AS OF DATE: 20190401 DATE AS OF CHANGE: 20190401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drew Mark L CENTRAL INDEX KEY: 0001693977 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36878 FILM NUMBER: 19720809 MAIL ADDRESS: STREET 1: 813 SHADES CREEK PARKWAY STREET 2: SUITE 100 CITY: BIRMINGHAM STATE: AL ZIP: 35209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: National Commerce Corp CENTRAL INDEX KEY: 0001609951 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 208627710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 LUCKIE DRIVE STREET 2: SUITE 350 CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: (205) 313-8101 MAIL ADDRESS: STREET 1: 600 LUCKIE DRIVE STREET 2: SUITE 350 CITY: BIRMINGHAM STATE: AL ZIP: 35223 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-04-01 1 0001609951 National Commerce Corp NCOM 0001693977 Drew Mark L 600 LUCKIE DRIVE SUITE 350 BIRMINGHAM AL 35223 1 0 0 0 Common Stock 2019-04-01 4 D 0 16637 D 0 D Common Stock 2019-04-01 4 D 0 9982 D 0 I By IRA Phantom Stock Units 2019-04-01 4 D 0 3016.76 D Common Stock 3016.76 0 D Although the reporting person became irrevocably bound to dispose of shares of the Issuer ("NCC") in connection with the merger of NCC with and into CenterState Bank Corporation ("CenterState"), with CenterState as the surviving company (the "Merger"), on the closing date of the Merger, March 29, 2019, none of the transactions reported in this Form 4 occurred until the effective time of the Merger (12:01 a.m. Eastern Time on April 1, 2019) (the "Effective Time"). Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and between NCC and CenterState, dated November 23, 2018, in exchange for shares of CenterState common stock having a market value of $39.21 per share on March 29, 2019, the most recent practicable date prior to the Effective Time. Pursuant to the terms and conditions set forth in the Merger Agreement, NCC's stockholders received 1.65 shares of CenterState common stock for each outstanding share of NCC common stock issued and outstanding immediately prior to the Effective Time, with cash payable in lieu of any fractional shares (the "Merger Consideration"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of NCC common stock. Each of the phantom stock units is the economic equivalent of one share of NCC common stock. Pursuant to the Merger Agreement, the deferrals of NCC common stock representing equity awards and director fees credited to participant accounts under the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors were converted into the right to receive the Merger Consideration in respect of each such deferred share at the Effective Time. /s/ William E. Matthews, V, by power of attorney 2019-04-01