0000870385-20-000022.txt : 20200505 0000870385-20-000022.hdr.sgml : 20200505 20200505154605 ACCESSION NUMBER: 0000870385-20-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200501 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGGINS M. J. III CENTRAL INDEX KEY: 0001600289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10897 FILM NUMBER: 20848661 MAIL ADDRESS: STREET 1: 288 MEETING ST CITY: CHARLESTON STATE: SC ZIP: 29401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA FINANCIAL CORP CENTRAL INDEX KEY: 0000870385 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 571039673 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 BUSINESS PHONE: 843-723-7700 MAIL ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2020-05-01 1 0000870385 CAROLINA FINANCIAL CORP CARO 0001600289 HUGGINS M. J. III 288 MEETING ST CHARLESTON SC 29401 1 1 0 0 Executive VP and Secretary Common Stock 2020-05-01 4 F 0 674 28.99 D 54982 D Common Stock 2020-05-01 4 D 0 1475 D 53507 D Common Stock 2020-05-01 4 D 0 53507 D 0 D Option to Purchase Common Stock 4.1667 2020-05-01 4 D 0 6576 D 2023-04-25 Common Stock 6576 0 D Option to Purchase Common Stock 8.54 2020-05-01 4 D 0 6576 D 2024-04-25 Common Stock 6576 0 D Option to Purchase Common Stock 11.5833 2020-05-01 4 D 0 5621 D 2025-01-21 Common Stock 5621 0 D Option to Purchase Common Stock 16.56 2020-05-01 4 D 0 3584 D 2026-01-20 Common Stock 3584 0 D Option to Purchase Common Stock 30.9 2020-05-01 4 D 0 2483 D 2027-02-15 Common Stock 2483 0 D Restricted Stock Units 2020-05-01 4 D 0 1772 D Common Stock 1772 0 D Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 the ("Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 ("the Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock. Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13. Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3. Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 1,475 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 674 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3. /s/M.J. Huggins III 2020-05-05