Douglas Lloyd Williams - Mar 1, 2022 Form 3 Insider Report for SouthState Corp (SSB)

Role: President, Atlanta Banking Grp
Signature: William E. Matthews, V, CFO, pursuant to power of attorney
Stock symbol: SSB
Transactions as of: Mar 1, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/7/2022, 03:41 PM
Previous filing: Dec 20, 2021
Next filing: Mar 30, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SSB	Common Stock						94.2K	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
holding	SSB	Performance Share Units							Mar 1, 2022	Common Stock	3.23K		Direct	F2
holding	SSB	Restricted Share Units							Mar 1, 2022	Common Stock	14.5K		Direct	F3
holding	SSB	Restricted Share Units							Mar 1, 2022	Common Stock	6.92K		Direct	F4
holding	SSB	Restricted Share Units							Mar 1, 2022	Common Stock	808		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Acquired in connection with the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("SouthState" or the "Company") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022 (the "Closing Date"). 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") was converted into the right to receive 0.3600 shares (the "Exchange Ratio"), par value $2.50, of SouthState common stock.
F2	Pursuant to the Merger Agreement, on the Closing Date, the reporting person received SouthState Performance Share Units ("PSUs"). The awards will vest following the 3-year performance period, vesting on the date following the 3rd anniversary date. The units are exchangeable with the Company's common stock at the exchange rate of 1 for 1 after the vesting date.
F3	Pursuant to the Merger Agreement, on the Closing Date, outstanding Atlantic Capital performance-vesting restricted stock unit awards ("Atlantic Capital PSUs") were converted into SouthState Restricted Share Units ("RSUs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSUs are subject to time-vesting through the remainder of the originally scheduled performance period (or any later scheduled vesting date) and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
F4	Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a "pay-to-lead" award in the form of SouthState RSUs, which will vest 1/3 on each anniversary date of the grant, subject to the reporting person's continued employment with SouthState through such date.
F5	Pursuant to the Merger Agreement, on the Closing Date, the reporting person received a stock award in the form of SouthState RSUs, which will vest 1/3 on January 1st of each year following the date of the grant, subject to the reporting person's continued employment with SouthState through such date.