Douglas J. Hertz - Mar 1, 2022 Form 3 Insider Report for SouthState Corp (SSB)

Role: Director
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: May 24, 2021
Next filing: May 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SSB	Common Stock						9.79K	Mar 1, 2022	Direct	F1
holding	SSB	Common Stock						12.4K	Mar 1, 2022	By family foundation	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	Restricted Share Awards							Mar 1, 2022	Common Stock	332		Direct	F2

* 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, outstanding Atlantic Capital restricted director stock unit awards ("Atlantic Capital RSAs") were converted into SouthState Restricted Share Awards ("RSAs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSAs are subject to time-vesting through the remainder of the originally scheduled vesting date and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Content

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.

Pursuant to the Merger Agreement, on the Closing Date, outstanding Atlantic Capital restricted director stock unit awards ("Atlantic Capital RSAs") were converted into SouthState Restricted Share Awards ("RSAs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSAs are subject to time-vesting through the remainder of the originally scheduled vesting date and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.