Statement of Changes in Beneficial Ownership (4)
04 8월 2015 - 12:58AM
Edgar (US Regulatory)
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FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
REUTER WILLIAM J
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2. Issuer Name
and
Ticker or Trading Symbol
SUSQUEHANNA BANCSHARES INC
[
SUSQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
SUSQUEHANNA BANCSHARES, INC., 26 N. CEDAR STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2015
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(Street)
LITITZ, PA 17543
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/1/2015
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D
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163991.5568
(1)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$24.34
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8/1/2015
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D
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26800
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(3)
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1/18/2016
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Common Stock
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26800
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(4)
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0
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D
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Stock Option
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$24.26
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8/1/2015
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D
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50000
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(3)
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2/28/2017
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Common Stock
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50000
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(5)
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0
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D
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Stock Option
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$21.82
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8/1/2015
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D
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50000
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(3)
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2/27/2018
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Common Stock
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50000
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(6)
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0
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D
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Restricted Stock Units
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(7)
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8/1/2015
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D
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118911
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(8)
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(8)
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Common Stock
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118911
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(8)
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0
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D
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Explanation of Responses:
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(
1)
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Includes 330.0326 shares acquired on 12-15-2014, under the 2011 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan.
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(
2)
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Disposed of pursuant to the Agreement and Plan of Merger between BB&T Corporation ("BB&T") and issuer, dated November 11, 2014 (the "Merger Agreement"), pursuant to which issuer was merged with and into BB&T, effective August 1, 2015 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.253 shares of BB&T common stock and $4.05 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
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(
3)
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Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock (whether vested or unvested), which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically became fully vested and was assumed by BB&T and converted into a stock option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined under the Merger Agreement.
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(
4)
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This option was replaced with an option to purchase 9,455 shares of BB&T common stock for $68.99 per share.
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(
5)
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This option was replaced with an option to purchase 17,640 shares of BB&T common stock for $68.77 per share.
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(
6)
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This option was replaced with an option to purchase 17,640 shares of BB&T common stock for $61.85 per share.
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(
7)
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Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock.
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(
8)
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This restricted stock unit was fully vested at the effective time of the merger and converted into the right to receive a cash payment of $1,702,805.52 ($14.32 per share).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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REUTER WILLIAM J
SUSQUEHANNA BANCSHARES, INC.
26 N. CEDAR STREET
LITITZ, PA 17543
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X
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Chairman & CEO
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Signatures
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/s/ D. Scott Freed, attorney-in-fact for William J. Reuter
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8/3/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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