Patrick Timothy Oakes - Mar 1, 2022 Form 4 Insider Report for Atlantic Capital Bancshares, Inc. (ACBI)

Role: EVP, CFO, SEC. & TREASURER
Signature: /s/ Jennifer Boyd, Attorney-in-Fact
Stock symbol: ACBI
Transactions as of: Mar 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/3/2022, 02:13 PM
Previous filing: Dec 20, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ACBI	Common Stock	Disposed to Issuer		-31.4K	-100%		0	Mar 1, 2022	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	ACBI	Employee Stock Option (right to buy)	Disposed to Issuer		-50K			$0	Mar 1, 2022	Common Stock	50K	$15.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Patrick Timothy Oakes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("Southstate") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022. Pursuant to the Merger Agreement, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Atlantic Capital or SouthState) was converted into the right to receive 0.3600 (the "Exchange Ratio") shares of SouthState common stock. The price of SouthState common stock on NASDAQ at the Effective Time was $90.00.
F2	Disposed of pursuant to the Merger Agreement; each outstanding option to purchase shares of Atlantic Capital common stock ("Atlantic Capital Option"), whether vested or unvested, was converted into an option to purchase shares of SouthState common stock ("SouthState Option"), with the number of shares underlying such SouthState Option and the applicable exercise price adjusted based on the Exchange Ratio. Following the Effective Time, SouthState Options, otherwise remain subject to the same terms and conditions as were applicable to the corresponding Atlantic Capital Options immediately prior to the Effective Time.

Content

Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("Southstate") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022. Pursuant to the Merger Agreement, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Atlantic Capital or SouthState) was converted into the right to receive 0.3600 (the "Exchange Ratio") shares of SouthState common stock. The price of SouthState common stock on NASDAQ at the Effective Time was $90.00.

Disposed of pursuant to the Merger Agreement; each outstanding option to purchase shares of Atlantic Capital common stock ("Atlantic Capital Option"), whether vested or unvested, was converted into an option to purchase shares of SouthState common stock ("SouthState Option"), with the number of shares underlying such SouthState Option and the applicable exercise price adjusted based on the Exchange Ratio. Following the Effective Time, SouthState Options, otherwise remain subject to the same terms and conditions as were applicable to the corresponding Atlantic Capital Options immediately prior to the Effective Time.