Rodney Whitwell - Jan 31, 2022 Form 4 Insider Report for STERLING BANCORP (STL)

Role
SEVP/CAO
Signature
/s/ Rodney Whitwell
Stock symbol
STL
Transactions as of
Jan 31, 2022
Transactions value $
$0
Form type
4
Date filed
2/2/2022, 08:57 PM
Previous filing
Dec 20, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STL Common Stock Disposed to Issuer -150K -100% 0 Jan 31, 2022 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rodney Whitwell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 91,029 restricted stock awards of the Issuer (the "Issuer RSAs") and 45,312 performance stock awards of the Issuer (the "Issuer PSAs").
F2 Disposed of pursuant to the Merger Agreement between Issuer and Webster Financial Corporation ("Webster"), dated April 18, 2021 (the "Merger Agreement"), for total stock consideration of 69,472 shares of new Webster common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the merger between Issuer and Webster (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 shares of Webster common stock. All fractional share holdings were paid in cash. The Merger closed on January 31, 2022. On January 31, 2022, the closing price of the Issuer was $26.29, and the closing price of Webster was $56.81.
F3 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Issuer RSAs were assumed by Webster and converted into a restricted stock award of Webster with the same terms and conditions as were applicable under such Issuer RSAs immediately prior to the Effective Time (including vesting terms) and the Issuer PSAs were assumed by Webster and converted into a time-based restricted stock award with performance goals deemed to have been satisfied at the higher of target and actual performance, both relating to the number of shares of Webster common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded paid in cash.