Jerry W. Powell - Oct 29, 2021 Form 4 Insider Report for Cadence Bancorporation (CADE)

Role
EVP & General Counsel
Signature
Jerry W. Powell
Stock symbol
CADE
Transactions as of
Oct 29, 2021
Transactions value $
$0
Form type
4
Date filed
10/29/2021, 02:42 PM
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer $0 -29K -100% $0.00* 0 Oct 29, 2021 Direct F1, F2
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer $0 -9.34K -100% $0.00* 0 Oct 29, 2021 Owned by Spouse of Reporting Person F3

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 CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -4.2K -100% 0 Oct 29, 2021 Common Stock 4.2K Direct F4, F5
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -4.2K -100% 0 Oct 29, 2021 Common Stock 4.2K Direct F4, F6
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -3.55K -100% 0 Oct 29, 2021 Common Stock 3.55K Direct F4, F7
transaction CADE Class A Common Stock, par value $0.01 per share Award +3.2K 3.2K Oct 29, 2021 Common Stock 3.2K Direct F8
transaction CADE Class A Common Stock, par value $0.01 per share Award +4.45K +138.97% 7.65K Oct 29, 2021 Common Stock 4.45K Direct F8
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -3.2K -41.85% 4.45K Oct 29, 2021 Common Stock 3.2K Direct F8, F9
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -4.45K -100% 0 Oct 29, 2021 Common Stock 4.45K Direct F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The number of shares held by the reporting person includes 970 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation 2018 Employee Stock Purchase Plan and Dividend Reinvestment Plan.
F2 Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("Cadence"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock.
F3 Includes 72 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation Dividend Reinvestment Plan.
F4 Represents time-vested restricted stock units each convertible into one share of Cadence common stock under the Amended and Restated Cadence Bancorporation Omnibus Incentive Compensation Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vested restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger.
F5 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,937 shares of BXS common stock.
F6 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,937 shares of BXS common stock.
F7 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,484 shares of BXS common stock.
F8 Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger.
F9 These performance share units were replaced with BXS restricted stock units convertible into an aggregate 2,240 shares of BXS common stock.
F10 These performance share units were replaced with BXS restricted stock units convertible into an aggregate 3,112 shares of BXS common Stock.