FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOUTH PLAINS FINANCIAL, INC. [ SPFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/31/2021 | M | 4,500 | A | $16.93 | 4,500 | I | By Spouse(1) | ||
Common Stock | 12/31/2021 | F | 3,160 | D | $27.93 | 1,340 | I | By Spouse(1) | ||
Common Stock | 03/15/2022 | A | 620 | A | $0 | 1,930 | I | By Spouse(1) | ||
Common Stock | 12/30/2022 | M | 4,500 | A | $19.05 | 6,460 | I | By Spouse(1) | ||
Common Stock | 12/30/2022 | F | 3,418 | D | $27.93 | 3,042 | I | By Spouse(1) | ||
Common Stock | 12/30/2022 | M | 4,500 | A | $19.05 | 12,955(2)(3) | D | |||
Common Stock | 12/30/2022 | F | 3,418 | D | $27.93 | 9,537(2) | D | |||
Common Stock | 14,388 | I | By ESOP(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to Buy) | $10.33 | 05/06/2019 | A | 3,000 | (5) | 12/31/2023 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $5.88 | 05/06/2019 | A | 3,000 | (5) | 12/31/2024 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $8.6 | 05/06/2019 | A | 3,000 | (5) | 12/31/2025 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $10.93 | 05/06/2019 | A | 3,000 | (5) | 12/31/2026 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $12.24 | 05/06/2019 | A | 3,000 | (5) | 12/31/2027 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $13.88 | 05/06/2019 | A | 3,000 | (5) | 12/31/2028 | Common Stock | 3,000 | $0 | 3,000 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $16.93 | 05/06/2019 | A | 4,500 | (7) | 12/31/2021 | Common Stock | 4,500 | $0 | 4,500 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $19.05 | 05/06/2019 | A | 4,500 | (7) | 12/31/2022 | Common Stock | 4,500 | $0 | 4,500 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $16 | 05/06/2019 | A | 3,158 | (5) | 08/21/2029 | Common Stock | 3,158 | $0 | 3,158 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $20.93 | 05/06/2019 | A | 2,063 | (5) | 02/19/2030 | Common Stock | 2,063 | $0 | 2,063 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $19.62 | 05/06/2019 | A | 2,064 | (5) | 02/24/2031 | Common Stock | 2,064 | $0 | 2,064 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $16.93 | 12/31/2021 | M | 4,500 | (7) | 12/31/2021 | Common Stock | 4,500 | $0 | 0 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $19.05 | 12/30/2022 | M | 4,500 | (7) | 12/31/2022 | Common Stock | 4,500 | $0 | 0 | I | By Spouse(6) | |||
Stock Options (Right to Buy) | $19.05 | 12/30/2022 | M | 4,500 | (7) | 12/31/2022 | Common Stock | 4,500 | $0 | 0 | D |
Explanation of Responses: |
1. Shares owned by the Reporting Person's spouse, who is also an employee of the Issuer. |
2. The shares reported include restricted stock units that may be settled only by delivery of an equal number of shares of common stock and which are subject to vesting and forfeiture conditions. |
3. Effective September 12, 2022, SPFI eliminated the SPFI stock fund as an investment alternative available under the City Bank 401(k) Plan (the "401(k) Plan"). As a result, the 180 shares of SPFI common stock the Reporting Person previously reported as beneficially owned under the 401(k) Plan were liquidated. |
4. Shares held by the South Plains Financial, Inc. Employee Stock Ownership Plan ("ESOP") and allocated to the Reporting Person's account. |
5. 25% of the stock options vest on each of the first four anniversaries of January 1 in the year of grant. Notwithstanding the foregoing, the stock options will automatically become fully vested upon the earlier of: (i) the holder's disability, (ii) the holder's death, and (iii) immediately prior to a change in control of the Issuer. |
6. Stock options held by the Reporting Person's spouse, who is also an employee of the Issuer. |
7. These were fully exercisable on date of grant. |
Remarks: |
REPORTING PERSON'S SPOUSE'S TRANSACTIONS: This Form 4 is late with respect to (i) reporting acquisitions of shares of common stock of the Issuer by the Reporting Person's spouse, and (ii) reporting acquisitions of stock options of the Issuer by the Reporting Person's spouse. The Reporting Person did not timely report these acquisitions by the Reporting Person's spouse due to inadvertent administrative error. |
Mikella D. Newsom | 01/04/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |