Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ESXB | Employee Stock Option | Disposed to Issuer | -20K | -100% | 0 | Dec 3, 2021 | Common Stock | 20K | $7.75 | Direct | F1, F2 | ||
transaction | ESXB | Restricted Stock Units (performance-based) | Disposed to Issuer | -5K | -100% | 0 | Dec 3, 2021 | Common Stock | 5K | Direct | F3 |
Stanley B. Jones Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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F1 | The option was to vest in four equal annual installments beginning on February 22, 2022. |
F2 | The transaction reported is the disposition of derivative securities pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United Bankshares, Inc. ("United") and the Issuer, pursuant to which the Issuer was merged with and into United effective December 3, 2021 (the "Merger"). The option was assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with an option to purchase shares of United's common stock equal to the number of shares of the Issuer's common stock subject to such option multiplied by 0.3173, at an exercise price equal to the exercise price of such option divided by 0.3173. |
F3 | The restricted stock units were assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with the right to receive a number of shares of United's common stock equal to the vested number of shares of the Issuer's common stock multiplied by 0.3173. The vesting of the performance-based restricted stock units, and the corresponding issuance of shares of common stock, had been based on the Issuer's performance with respect to the return on average assets financial metric over the three-year period ending December 31, 2023. |