0000899243-19-024169.txt : 20190924
0000899243-19-024169.hdr.sgml : 20190924
20190924163319
ACCESSION NUMBER: 0000899243-19-024169
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190921
FILED AS OF DATE: 20190924
DATE AS OF CHANGE: 20190924
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCLEMORE JAMES R JR
CENTRAL INDEX KEY: 0001213597
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11826
FILM NUMBER: 191111172
MAIL ADDRESS:
STREET 1: 102 VERSAILLES BLVD
CITY: LAFAYETTE
STATE: LA
ZIP: 70501
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC
CENTRAL INDEX KEY: 0000745981
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 721020809
STATE OF INCORPORATION: LA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 102 VERSAILLES BLVD
STREET 2: VERSAILLES CENTRE
CITY: LAFAYETTE
STATE: LA
ZIP: 70501
BUSINESS PHONE: 3182378343
MAIL ADDRESS:
STREET 1: 102 VERSAILLES BLVD
CITY: LAFAYETTE
STATE: LA
ZIP: 70501
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-09-21
1
0000745981
MIDSOUTH BANCORP INC
MSL
0001213597
MCLEMORE JAMES R JR
102 VERSAILLES BLVD
LAFAYETTE
LA
70501
1
1
0
0
President & CEO
Common Stock
2019-09-21
4
D
0
8289
D
0
D
Common Stock
2019-09-21
4
D
0
2150
D
0
I
Spouse IRA
Common Stock
2019-09-21
4
D
0
4992
D
0
I
ESOP
Common Stock
2019-09-21
4
D
0
8046
D
0
D
Common Stock
2019-09-21
4
D
0
2055
D
0
D
Common Stock
2019-09-21
4
D
0
13318
D
0
D
Common Stock
2019-09-21
4
D
0
10274
D
0
D
Stock options
12.97
2019-09-21
4
D
0
21280
D
2018-05-23
2022-05-23
Common Stock
21280
0
D
Pursuant to the Agreement and Plan of Merger, dated April 30, 2019, by and between MidSouth Bancorp, Inc. ("MidSouth") and Hancock Whitney Corporation ("Hancock Whitney"), MidSouth merged with and into Hancock Whitney with Hancock Whitney as the surviving corporation (the "Merger"). At 12:01 a.m. on September 21, 2019, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10 per share, of MidSouth ("MidSouth Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 0.2952 shares (the "Conversion Ratio" and such shares, the "Merger Consideration") of the common stock, par value $3.33 per share, of Hancock Whitney ("Hancock Whitney Common Stock").
At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, prorated for the period elapsed between the beginning of the performance period and the Effective Time, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted.
At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted.
At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grant date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per share being so cancelled and converted.
At the Effective Time, this option granted by MidSouth to purchase MidSouth Common Stock ("Stock Option"), that becomes exercisable in increments through up to the tenth anniversary of the grant date, was assumed on the same terms and conditions as were applicable under such Stock Option and converted into an option to purchase the number of shares of Hancock Whitney Common Stock equal to the product of the number of shares of MidSouth Common Stock subject to such option multiplied by the Conversion Ratio, at an exercise price equal to the quotient of the exercise price per share of MidSouth Common Stock subject to such option divided by the Conversion Ratio.
/s/ Cecilia Webb, Attorney in Fact
2019-09-24