SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Maddox Mike
(Last) (First) (Middle)
11440 TOMAHAWK CREEK PARKWAY
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST BUSEY CORP /NV/ [ BUSE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/01/2025 A 120,383(1) A $0 120,383 D
Common Stock 03/01/2025 A 16,302(2) A $0 136,685 D
Common Stock 03/01/2025 A 30,770(3) A $0 167,455 D
Series A Non-Cumulative Perpetual Preferred Stock 03/01/2025 A 50(4) A $0 50 D
Common Stock 03/01/2025 A 4,739(1)(5) A $0 4,739 I Spouse
Series A Non-Cumulative Perpetual Preferred Stock 03/01/2025 A 100(4)(5) A $0 100 I Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Appreciation Right $14.01 03/01/2025 A 17,292(6) 03/01/2025 06/01/2030 Common Stock 17,292 $0 17,292 D
Stock Appreciation Right $9.37 03/01/2025 A 38,142(6) 03/01/2025 01/24/2028 Common Stock 38,142 $0 38,142 D
Stock Appreciation Right $21.35 03/01/2025 A 40,050(6) 03/01/2025 07/26/2033 Common Stock 40,050 $0 40,050 D
Stock Appreciation Right $11.24 03/01/2025 A 15,257(6) 03/01/2025 05/01/2028 Common Stock 15,257 $0 15,257 D
Explanation of Responses:
1. Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on August 26, 2024, between Issuer and CrossFirst Bankshares, Inc. ("CrossFirst"). Pursuant to the Merger Agreement, at the effective time of the merger, CrossFirst merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $0.01 per share, of CrossFirst outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive (a) 0.6675 shares of common stock, par value $0.001, of Issuer and (b) cash in lieu of fractional shares.
2. Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst restricted stock unit subject to time based vesting conditions (each, a "CrossFirst RSU") was assumed and converted into a restricted stock unit award in respect of Issuer common stock, par value $0.001 (each, an "Issuer RSU"), subject to vesting, repurchase, or other lapse restriction with the same terms and conditions as were applicable under such CrossFirst RSU immediately prior to the effective time of the merger relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B) the number of shares of CrossFirst common stock subject to the CrossFirst RSUs immediately prior to the effective time of the merger, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock.
3. Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst performance-based restricted stock unit award (each, a "CrossFirst PSU") was assumed and converted into an Issuer RSU, subject to the same terms and conditions (including service-based vesting terms but excluding performance-based vesting terms) as applied to the CrossFirst PSU immediately prior to the effective time of the merger, relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B)(i) for CrossFirst PSUs granted in 2023, actual performance and (ii) for CrossFirst PSUs granted in 2024, target performance, in each case, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock.
4. Pursuant to the Merger Agreement, at the effective time of the merger, each issued and outstanding share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01, of CrossFirst was converted into the right to receive one share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.001, of Issuer.
5. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
6. Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent.
Remarks:
/s/ Catherine Alqallaf, attorney-in-fact 03/04/2025
** 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 Number.
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