J. Randall Schultz - Oct 29, 2021 Form 4 Insider Report for Cadence Bancorporation (CADE)

Role: EVP & Spec Indus Serv Exec
Signature: Jerry W Powell, Attorney-In-Fact for J Randall Schultz
Stock symbol: CADE
Transactions as of: Oct 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/1/2021, 12:38 PM
Previous filing: Oct 7, 2021

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		-28.7K	-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		-2.74K	-100%		0	Oct 29, 2021	Common Stock	2.74K		Direct	F2, F3
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-8.21K	-100%		0	Oct 29, 2021	Common Stock	8.21K		Direct	F2, F4
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-8.22K	-100%		0	Oct 29, 2021	Common Stock	8.22K		Direct	F2, F5
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-6.21K	-100%		0	Oct 29, 2021	Common Stock	6.21K		Direct	F2, F6
transaction	CADE	Class A Common Stock, par value $0.01 per share	Award		+9.89K			9.89K	Oct 29, 2021	Common Stock	9.89K		Direct	F7
transaction	CADE	Class A Common Stock, par value $0.01 per share	Award		+7.79K	+78.77%		17.7K	Oct 29, 2021	Common Stock	7.79K		Direct	F7
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-9.89K	-55.94%		7.79K	Oct 29, 2021	Common Stock	9.89K		Direct	F7, F8
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-7.79K	-100%		0	Oct 29, 2021	Common Stock	7.79K		Direct	F7, F9
transaction	CADE	Class A Common Stock, par value $0.01 per share	Award		+11.8K			11.8K	Oct 29, 2021	Common Stock	11.8K		Direct	F10
transaction	CADE	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-11.8K	-100%		0	Oct 29, 2021	Common Stock	11.8K		Direct	F10, F11

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

J. Randall Schultz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 1,914 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 5,749 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 5,750 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 4,349 shares of BXS common stock.
F7	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.
F8	These performance share units were replaced with BXS restricted stock units convertible into an aggregate 6,920 shares of BXS common Stock.
F9	These performance share units were replaced with BXS restricted stock units convertible into an aggregate 5,450 shares of BXS common stock.
F10	Represents the grant of time vesting retention restricted stock pursuant to the Plan. The units vest on October 29, 2024, subject to continued employment through the vesting date, and are settled in shares of Class A common stock with any fractional shares settled in cash.
F11	These time vested restricted stock units were replaced with BXS restricted stock units convertible into an aggregate 8,289 shares of BXS common Stock.