Rex L. Smith III - Dec 3, 2021 Form 4 Insider Report for Community Bankers Trust Corp (ESXB)

Role
President and CEO, Director
Signature
/s/ John M. Oakey, III by power of attorney
Stock symbol
ESXB
Transactions as of
Dec 3, 2021
Transactions value $
$0
Form type
4
Date filed
12/7/2021, 04:23 PM
Previous filing
Sep 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESXB Common Stock Disposed to Issuer -129K -100% 0 Dec 3, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 -75K -100% 0 Dec 3, 2021 Common Stock 75K $4.37 Direct F2, F9
transaction ESXB Employee Stock Option Disposed to Issuer -40K -100% 0 Dec 3, 2021 Common Stock 40K $5.07 Direct F3, F9
transaction ESXB Employee Stock Option Disposed to Issuer -75K -100% 0 Dec 3, 2021 Common Stock 75K $7.40 Direct F4, F9
transaction ESXB Employee Stock Option Disposed to Issuer -40K -100% 0 Dec 3, 2021 Common Stock 40K $8.45 Direct F5, F9
transaction ESXB Employee Stock Option Disposed to Issuer -50K -100% 0 Dec 3, 2021 Common Stock 50K $7.70 Direct F6, F9
transaction ESXB Employee Stock Option Disposed to Issuer -40K -100% 0 Dec 3, 2021 Common Stock 40K $9.45 Direct F7, F9
transaction ESXB Employee Stock Option Disposed to Issuer -40K -100% 0 Dec 3, 2021 Common Stock 40K $7.67 Direct F8, F9
transaction ESXB Restricted Stock Units (performance-based) Disposed to Issuer -10K -100% 0 Dec 3, 2021 Common Stock 10K Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rex L. Smith III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The transaction reported is the disposition of shares of the Issuer's common stock 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"). Pursuant to the Merger, each issued and outstanding share of the Issuer's common stock was converted into 0.3173 shares of United's common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
F2 The option vested in four equal annual installments beginning on January 16, 2016.
F3 The option vested in four equal annual installments beginning on January 22, 2017.
F4 The option vested in four equal annual installments beginning on January 20, 2018.
F5 The option vested and was to vest in four equal annual installments beginning on January 19, 2019.
F6 The option vested and was to vest in four equal annual installments beginning on January 18, 2020.
F7 The option vested and was to vest in four equal annual installments beginning on January 17, 2021.
F8 The option was to vest in four equal annual installments beginning on February 19, 2022.
F9 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.
F10 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.