0001209191-16-116604.txt : 20160502 0001209191-16-116604.hdr.sgml : 20160502 20160502102742 ACCESSION NUMBER: 0001209191-16-116604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160501 FILED AS OF DATE: 20160502 DATE AS OF CHANGE: 20160502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANCHOR BANCORP WISCONSIN INC CENTRAL INDEX KEY: 0000885322 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 391726871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 WEST MAIN ST CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082528700 MAIL ADDRESS: STREET 1: PO BOX 7933 CITY: MADISON STATE: WI ZIP: 53707-7933 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COOPER BRADLEY E CENTRAL INDEX KEY: 0001008262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34955 FILM NUMBER: 161610274 MAIL ADDRESS: STREET 1: UNIVERSAL AMERICAN FINANCIAL CORP STREET 2: 6 INTERNATIONAL DR STE 190 CITY: RYE BROOK STATE: NY ZIP: 10573 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-01 1 0000885322 ANCHOR BANCORP WISCONSIN INC ABCW 0001008262 COOPER BRADLEY E C/O CAPITAL Z PARTNERS 142 WEST 57TH STREET, 3RD FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2016-05-01 4 D 0 879376 D 0 I See Footnotes Common Stock 2016-05-01 4 D 0 444 D 0 I See Footnotes On May 1, 2016, Anchor BanCorp Wisconsin Inc. ("Anchor") completed the previously announced merger (the "Merger") of Anchor with and into Old National Bancorp ("Old National"), pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016, by and between Anchor and Old National (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of Anchor common stock issued and outstanding immediately prior to the effective time of the Merger, was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash. In accordance with the terms of the Merger Agreement, each restricted stock award granted prior to January 11, 2016 that was outstanding immediately prior to the effective time of the Merger fully vested and was cancelled and converted into the right to (continued in footnote 2) (continued from footnote 1) receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, 3.5505 shares of Old National common stock or $48.50 in cash. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Bradley E. Cooper (the "Reporting Person") is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Anchor BanCorp Wisconsin Inc.'s (the "Company") common stock beneficially owned in excess of his pecuniary interest. The Reporting Person is a partner and senior vice president of Capital Z Partners III GP, Ltd., which is the general partner of Capital Z Partners III GP, L.P., which is the general partner of Capital Z Partners III, L.P. ("Cap Z III"), which holds the 878,820 shares (the "Shares") of the Company common stock reported herein. Because of the Reporting Person's relationship to Cap Z III, the Reporting Person may be deemed to beneficially own the Shares to the extent of the greater of his direct or indirect pecuniary interest in the profits or capital accounts of Cap Z III. The Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any. In accordance with the terms of the Merger Agreement, each restricted stock award granted after January 11, 2016 that was outstanding immediately prior to the effective time of the Merger converted into a restricted stock award of Old National common shares on the terms specified in the Merger Agreement. /s/ Bradley E. Cooper 2016-05-02