Thomas D. Clark - Oct 29, 2021 Form 4 Insider Report for Cadence Bancorporation (CADE)

Role
EVP, Chief Information Officer
Signature
Jerry W. Powell, Attorney-In-Fact for Thomas D Clark
Stock symbol
CADE
Transactions as of
Oct 29, 2021
Transactions value $
$0
Form type
4
Date filed
11/1/2021, 10:03 AM
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 -4.72K -100% 0 Oct 29, 2021 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 CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -5.11K -100% 0 Oct 29, 2021 Common Stock 5.11K Direct F2, F3
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -5.11K -100% 0 Oct 29, 2021 Common Stock 5.11K Direct F2, F4
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -4.14K -100% 0 Oct 29, 2021 Common Stock 4.14K Direct F2, F5
transaction CADE Class A Common Stock, par value $0.01 per share Award -4.8K -50% 4.8K Oct 29, 2021 Common Stock 4.8K Direct F6
transaction CADE Class A Common Stock, par value $0.01 per share Award -5.19K -34.19% 9.99K Oct 29, 2021 Common Stock 5.19K Direct F6
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -4.8K -48.05% 5.19K Oct 29, 2021 Common Stock 4.8K Direct F6, F7
transaction CADE Class A Common Stock, par value $0.01 per share Disposed to Issuer -5.19K -100% 0 Oct 29, 2021 Common Stock 5.19K Direct F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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 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.
F3 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 3,577 shares of BXS common stock.
F4 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 3,578 shares of BXS common stock.
F5 These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 2,898 shares of BXS common stock.
F6 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.
F7 These performance share units were replaced with BXS restricted stock units convertible into an aggregate 3,359 shares of BXS common Stock.
F8 These performance share units were replaced with BXS restricted stock units convertible into an aggregate 3,632 shares of BXS common stock.