4//SEC Filing
Frank Mark A 4
Accession 0000920112-25-000046
CIK 0000920112other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 4:05 PM ET
Size
28.2 KB
Accession
0000920112-25-000046
Insider Transaction Report
Form 4
Frank Mark A
EVP, Chief Operations Officer
Transactions
- Disposition to Issuer
2023 Time-Based Restricted Stock Units
2025-01-31−894→ 0 total→ Common Stock (894 underlying) - Disposition to Issuer
2024 Time-Based Restricted Stock Units
2025-01-31−2,288→ 0 total→ Common Stock (2,288 underlying) - Disposition to Issuer
2022 Performance Based Restricted Stock Units (3-year)
2025-01-31−1,451→ 0 total→ Common Stock (1,451 underlying) - Award
2023 Performance Based Restricted Stock Units (3-year)
2025-01-31+2,012→ 2,012 total→ Common Stock (2,012 underlying) - Disposition to Issuer
2023 Performance Based Restricted Stock Units (3-year)
2025-01-31−2,012→ 0 total→ Common Stock (2,012 underlying) - Award
2024 Performance Based Restricted Stock Units (3-year)
2025-01-31+3,433→ 3,433 total→ Common Stock (3,433 underlying) - Disposition to Issuer
2024 Performance Based Restricted Stock Units (3-year)
2025-01-31−3,433→ 0 total→ Common Stock (3,433 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right To Buy)
2025-01-31−2,419→ 0 totalExercise: $48.79Exp: 2032-12-01→ Common Stock (2,419 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right To Buy)
2025-01-31−2,420→ 0 totalExercise: $48.79Exp: 2032-12-01→ Common Stock (2,420 underlying) - Disposition to Issuer
Common Stock
2025-01-31−16,731→ 0 total - Disposition to Issuer
2022 Time-Based Restricted Stock Units
2025-01-31−322→ 0 total→ Common Stock (322 underlying)
Footnotes (6)
- [F1]Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.
- [F2]Each HTLF RSU Award and HTLF PSU Award represents a contingent right to receive one share of HTLF common stock.
- [F3]Upon the Effective Time: each HTLF RSU Award was converted into an Assumed RSU Award (as defined in the Merger Agreement) that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF RSU Award multiplied by the Exchange Ratio, rounded down to the nearest whole share.
- [F4]Upon the Effective Time: each HTLF PSU Award was converted into an Assumed PSU Award (as defined in the Merger Agreement) with applicable performance goals deemed satisfied at the target level that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF PSU Award multiplied by the Exchange Ratio.
- [F5]Upon the Effective Time: each vested HTLF Option was cancelled and converted into the right to receive shares of UMB common stock equal to the product of the Exchange Ratio multiplied by the number of shares of HTLF common stock subject to such award, reduced by a number of shares of HTLF Common Stock having a fair market value equal to the aggregate exercise price applicable to such HTLF Option.
- [F6]Upon the Effective Time: each unvested HTLF Option was converted into an Assumed Option (as defined in the Merger Agreement) that (i) is exercisable for a number of shares of UMB common stock equal to the number of shares of HTLF common stock underlying the award multiplied by the Exchange Ratio, rounded down to the nearest whole share and (ii) has an exercise price per share of UMB common stock equal to the exercise price applicable to the underlying award divided by the Exchange Ratio, rounded up to the nearest cent.
Documents
Issuer
HEARTLAND FINANCIAL USA INC
CIK 0000920112
Entity typeother
Related Parties
1- filerCIK 0001916670
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 4:05 PM ET
- Size
- 28.2 KB