Statement of Changes in Beneficial Ownership (4)
03 July 2020 - 9:45AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
KOERNER JOHN E III |
2. Issuer Name and Ticker or Trading Symbol
IBERIABANK CORP
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IBKC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 WEST CONGRESS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
(Street)
LAFAYETTE, LA 70501
(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 | 7/1/2020 | | J | | 11920.00 | D | $0.00 (1) | 0.00 | D | |
Common Stock | 7/1/2020 | | J | | 16500.00 | D | $0.00 (1) | 0.00 | I | By Koerner Capital LLC |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Phantom Stock | (2) | 7/1/2020 | 7/1/2020 | J | | | 2744.7049 | (3) | (3) | Common Stock | 2744.7049 | $0.00 | 0.00 | D | |
Explanation of Responses: |
(1) | DISPOSED OF PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2019, BY AND BETWEEN FIRST HORIZON NATIONAL CORPORATION ("FIRST HORIZON") AND IBERIABANK CORPORATION ("IBKC"). IBKC MERGED WITH AND INTO FIRST HORIZON, WITH FIRST HORIZON CONTINUING AS THE SURVIVING ENTITY (THE "MERGER"). AT THE EFFECTIVE TIME OF THE MERGER ON JULY 1, 2020, EACH OUTSTANDING SHARE OF IBKC COMMON STOCK WAS CONVERTED INTO THE RIGHT TO RECEIVE 4.584 SHARES OF FIRST HORIZON COMMON STOCK AND CASH IN LIEU OF FRACTIONAL SHARES. |
(2) | EACH SHARE OF PHANTOM STOCK REPRESENTS THE RIGHT TO RECEIVE THE CASH VALUE OF ONE SHARE OF IBKC COMMON STOCK. |
(3) | EACH SHARE OF IBKC PHANTOM STOCK REPRESENTED THE RIGHT TO RECEIVE THE CASH VALUE OF ONE SHARE OF IBKC COMMON STOCK PURSUANT TO THE IBKC NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN"). THE PLAN WAS ASSUMED BY FIRST HORIZON AND THE AWARD WAS REPLACED WITH FIRST HORIZON PHANTOM STOCK BASED ON THE MERGER CONVERSION RATIO. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KOERNER JOHN E III 200 WEST CONGRESS STREET LAFAYETTE, LA 70501 | X |
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Signatures
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/s/ Michelle L. Vallot, as attorney in fact for John E. Koerner III | | 7/2/2020 |
**Signature of Reporting Person | Date |
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