Statement of Changes in Beneficial Ownership (4)
20 June 2017 - 7:33AM
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).
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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
*
CALLICUTT RICHARD D II
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2. Issuer Name
and
Ticker or Trading Symbol
BNC BANCORP
[
BNCN
]
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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)
President & CEO
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(Last)
(First)
(Middle)
4205 LUPTON CT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2017
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(Street)
HIGH POINT, NC 27262
(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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6/16/2017
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D
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246685
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D
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(1)
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0
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D
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Common Stock
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6/16/2017
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D
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3342
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D
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(1)
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0
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I
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By Spouse
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Common Stock
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6/16/2017
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D
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8435
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D
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(1)
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0
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I
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By 401(K) Plan
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Common Stock
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6/16/2017
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D
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132000
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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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Explanation of Responses:
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(1)
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On June 16, 2017, pursuant to that Agreement and Plan of Merger, dated as of January 22, 2017 (the "Merger Agreement"), by and among BNC Bancorp ("BNC"), Pinnacle Financial Partners, Inc. ("Pinnacle") and Blue Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into BNC, with BNC surviving the merger as wholly-owned subsidiary of Pinnacle (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of BNC issued and outstanding immediately prior to the effective time of the Merger (other than Trust Account Shares and DPC Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.5235 shares of Pinnacle common stock, $1.00 par value per share (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of BNC common stock.
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(2)
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On June 16, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of shares of BNC common stock, no par value, subject to vesting, repurchase or other lapse restriction (a "BNC Restricted Stock Award") granted on or after December 31, 2016 under BNC's equity-based compensation plans, whether vested or unvested, that was outstanding as of immediately prior to the effective time of the Merger, was converted into an award of a number of shares of Pinnacle common stock, $1.00 par value per share equal to the product of (i) the number of shares of BNC common stock subject to the corresponding BNC Restricted Stock Award multiplied by (ii) 0.5235. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any BNC Restricted Stock Awards.
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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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CALLICUTT RICHARD D II
4205 LUPTON CT
HIGH POINT, NC 27262
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X
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President & CEO
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Signatures
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/s/Drema A. Michael, Attorney in Fact
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6/19/2017
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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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