Rudolph H. Holmes - Oct 29, 2021 Form 4 Insider Report for Cadence Bancorporation (CADE)

Role
EVP, Business Services Exec
Signature
Jerry W Powell, Attorney-In-Fact for Rudolph H. Holmes
Stock symbol
CADE
Transactions as of
Oct 29, 2021
Transactions value $
$0
Form type
4
Date filed
11/1/2021, 09:30 AM
Previous filing
Oct 7, 2021
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 -61.5K -100% 0 Oct 29, 2021 Direct F1, F2

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 -250K -100% 0 Oct 29, 2021 Common Stock 250K $18.98 Direct F3, F4
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -29.6K -100% 0 Oct 29, 2021 Common Stock 29.6K $20.86 Direct F3, F5
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -7.78K -100% 0 Oct 29, 2021 Common Stock 7.78K Direct F6, F7
transaction CADE Class A Common Stock, par value $0.01 per share Purchase -12K -100% 0 Oct 29, 2021 Common Stock 12K Direct F6, F8
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -12K -100% 0 Oct 29, 2021 Common Stock 12K Direct F6, F9
transaction CADE Class A Common Stock, par value $0.01 per share Purchase -12K -100% 0 Oct 29, 2021 Common Stock 12K Direct F6, F10
transaction CADE Class A Common Stock, par value $0.01 per share Award -18.7K -50% 18.7K Oct 29, 2021 Common Stock 18.7K Direct F11
transaction CADE Class A Common Stock, par value $0.01 per share Award -15.6K -31.22% 34.3K Oct 29, 2021 Common Stock 15.6K Direct F11
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -18.7K -54.52% 15.6K Oct 29, 2021 Common Stock 18.7K Direct F11, F12
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -15.6K -100% 0 Oct 29, 2021 Common Stock 15.6K Direct F11, F13
* 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 508 shares of Cadence common stock previously acquired in exempt transactions through the Cadence Bancorporation 2018 Employee Stock Purchase Plan.
F2 Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("CADE"), 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 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of Cadence common stock shall be equitably adjusted immediately prior to the Effective Time by an amount equal to the special cash dividend of $1.25 per share of Cadence common stock (the "Special Dividend") declared and paid by Cadence prior to the effective time of the Merger and automatically converted into an option to purchase shares of the BXS common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of BXS common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of Cadence common stock immediately prior to the effective time of the Merger.
F4 This option was replaced with an option to purchase 174,911 shares of BXS common stock at an exercise price of $27.11 per share.
F5 This option was replaced with an option to purchase 20,723 shares of BXS common stock at an exercise price of $29.80 per share.
F6 Represents time-vested restricted stock units each convertible into one share of Common stock under the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive 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 Ration. 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.
F7 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 5,445 shares of BXS common stock.
F8 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 8,413 shares of BXS common stock.
F9 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 8,412 shares of BXS common stock.
F10 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 8,413 shares of BXS common stock.
F11 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.
F12 These performance share stock units were replaced with BXS restricted stock units convertible into an aggregate 13,063 shares of BXS common Stock.
F13 These performance share units were replaced with BXS restricted stock units convertible into an aggregate 10,896 shares of BXS common stock.