Statement of Changes in Beneficial Ownership (4)
07 January 2015 - 8:26AM
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
*
Shenton Barry R
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2. Issuer Name
and
Ticker or Trading Symbol
Franklin Financial Corp
[
FRNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President
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(Last)
(First)
(Middle)
4501 COX ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2015
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(Street)
GLEN ALLEN, VA 23060
(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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1/2/2015
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F
(1)
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18726.0000
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D
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$21.7100
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75531.0000
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D
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Common Stock
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1/2/2015
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D
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75531.0000
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D
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$0.0000
(2)
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0.0000
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D
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Common Stock
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1/2/2015
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D
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7005.7706
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D
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$0.0000
(2)
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0.0000
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I
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By ESOP
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Common Stock
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1/2/2015
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D
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30000.0000
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D
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$0.0000
(3)
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0.0000
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I
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Restricted Stock
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Common Stock
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1/2/2015
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D
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8880.0000
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D
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$0.0000
(3)
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0.0000
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I
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Restricted Stock II
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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 (Right to Buy)
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$13.4200
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1/2/2015
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D
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125000.0000
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(4)
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3/29/2022
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Common Stock
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125000.0000
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$0.0000
(4)
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0.0000
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D
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Stock Option (Right to Buy)
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$18.4000
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1/2/2015
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D
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30000.0000
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10/4/2014
(4)
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10/4/2023
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Common Stock
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30000.0000
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$0.0000
(4)
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0.0000
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D
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Explanation of Responses:
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(
1)
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Upon the accelerated vesting of unvested restricted stock awards held by the reporting person at the effective time of the merger (in accordance with the Agreement and Plan of Reorganization), the reporting person incurred a tax withholding liability in payment of which he tendered 18,726 directly-owned shares.
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(
2)
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Pursuant to the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, Franklin Financial Corporation ("Franklin") and Franklin Federal Savings Bank, at the effective time of the merger each share of Franklin was exchanged for 1.40 shares of common stock of TowneBank and cash paid in lieu of fractional shares.
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(
3)
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Pursuant to the Agreement and Plan of Reorganization, as of the effective time of the merger all outstanding Franklin restricted stock awards vested (if not already vested) and each share of Franklin common stock that was formerly a Franklin restricted stock award was converted into 1.40 shares of TowneBank common stock.
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(
4)
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Pursuant to the Agreement and Plan of Reorganization, each option to purchase shares of Franklin common stock, whether vested or unvested, that was outstanding immediately prior to the effective date of the merger was converted into cash in an amount equal to the product of (i) the average of the closing price per share of TowneBank common stock for a specified period prior to the closing date of the merger multiplied by the exchange ratio minus the per share exercise price of such option, and (ii) the number of shares of Franklin common stock subject to such option.
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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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Shenton Barry R
4501 COX ROAD
GLEN ALLEN, VA 23060
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Vice President
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Signatures
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Joseph J. Bradley, Attorney-in-Fact
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1/6/2015
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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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