0001486277-15-000002.txt : 20150903 0001486277-15-000002.hdr.sgml : 20150903 20150903111748 ACCESSION NUMBER: 0001486277-15-000002 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150901 FILED AS OF DATE: 20150903 DATE AS OF CHANGE: 20150903 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PALMETTO BANCSHARES INC CENTRAL INDEX KEY: 0000706874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742235055 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 306 EAST NORTH STREET CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 864-250-6050 MAIL ADDRESS: STREET 1: 306 EAST NORTH STREET CITY: GREENVILLE STATE: SC ZIP: 29601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dixon Lee S CENTRAL INDEX KEY: 0001486277 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35282 FILM NUMBER: 151091089 MAIL ADDRESS: STREET 1: 306 EAST NORTH STREET CITY: GREENVILLE STATE: SC ZIP: 29601 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 4/A 2015-09-01 2015-09-03 1 0000706874 PALMETTO BANCSHARES INC PLMT 0001486277 Dixon Lee S 306 EAST NORTH STREET GREENVILLE SC 29601 1 1 0 0 COO, CRO Common Stock, $0.01 par value 2015-09-01 4 D 0 53379 D 0 D Common Stock, $0.01 par value 2015-09-01 4 D 0 100 D 0 I Custodian for Children Stock Options 10.4 2015-09-01 4 D 0 120193 9.74 D 2021-05-19 Common Stock, $0.01 par value 120193 0 D Under the Agreement and Plan of Merger ("Merger Agreement"), dated April 22, 2015, between United Community Banks, Inc. ("United") and Palmetto Bancshares, Inc. ("Palmetto"), the holder has the right to elect to receive consideration of either 0.97 shares of United common stock or $19.25 in cash for each Palmetto common share, subject to proration to ensure that, in the aggregate, 70% of Palmetto's common shares will be converted into United stock. No fractional shares of United common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $21.15 (the calculation of which is defined in the Merger Agreement). As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been received by the Reporting Person. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person. This option, which provided for the vesting in three equal installments beginning May 19, 2014, was cancelled in the merger in exchange for a gross cash payment of $1,170,262.63 representing the difference between the weighted average merger consideration per Palmetto share ($20.14 per share) less the exercise price per share under such stock option (definition for calculation of weighted average merger consideration included in the Merger Agreement). Lauren S Greer, with POA, Director of Accounting and Finance, The Palmetto Bank, a wholly-owned subsidiary of Palmetto Bancshares, Inc. 2015-09-03