Statement of Changes in Beneficial Ownership (4)
05 October 2022 - 8:00AM
Edgar (US Regulatory)
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Vitulli, III Ramon A. |
2. Issuer Name and Ticker or Trading Symbol
Allegiance Bancshares, Inc.
[
ABTX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President |
(Last)
(First)
(Middle)
8847 W. SAM HOUSTON PKWY. NORTH, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2022 |
(Street)
HOUSTON, TX 77040
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 10/1/2022 | | D(1) | | 39607 | D | $0 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
Employee Stock Option (right to buy) | $20.0 | 10/1/2022 | | D | | | 9350 | (2) | 4/24/2024 | Common Stock | 9350.0 | (2) | 0 | D | |
Explanation of Responses: |
(1) | On October 1, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 5, 2021, by and between CBTX, Inc. ("CBTX") and Allegiance Bancshares, Inc. ("Allegiance"), Allegiance merged with and into CBTX, with CBTX as the surviving corporation (the "Merger"). In connection with the Merger, each outstanding share of Allegiance common stock (including restricted stock awards, which were deemed vested immediately prior to the Merger), subject to certain limited exceptions, was converted into the right to receive 1.4184 shares of CBTX common stock (the "exchange ratio"), with cash payable in lieu of any fractional share. In connection with the Merger, the reporting person received CBTX common stock in exchange for all of the reporting person's shares of Allegiance common stock (including the foregoing restricted stock awards), with cash received in lieu of a fractional share, in each case without interest. |
(2) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Allegiance common stock fully vested and was automatically converted into an option to purchase a number of shares of CBTX common stock equal to the number of shares of Allegiance common stock subject to such option multiplied by the exchange ratio, and having a per share exercise price equal to the per share exercise price for shares of Allegiance common stock subject to such option divided by the exchange ratio. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vitulli, III Ramon A. 8847 W. SAM HOUSTON PKWY. NORTH SUITE 200 HOUSTON, TX 77040 | X |
| President |
|
Signatures
|
/s/ Shanna Kuzdzal, Attorney-in-fact | | 10/4/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
Allegiance Bancshares (NASDAQ:ABTX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Allegiance Bancshares (NASDAQ:ABTX)
Historical Stock Chart
From Apr 2023 to Apr 2024
Real-Time news about Allegiance Bancshares Inc (NASDAQ): 0 recent articles
More Allegiance Bancshares, Inc. News Articles