4//SEC Filing
FIRST SECURITY GROUP INC/TN 4
Accession 0001140361-15-039180
CIK 0001138817operating
Filed
Nov 1, 7:00 PM ET
Accepted
Nov 2, 8:57 AM ET
Size
11.1 KB
Accession
0001140361-15-039180
Insider Transaction Report
Form 4
Enden Henchy R
Director
Transactions
- Disposition to Issuer
Common Stock
2015-10-31−6,080,000→ 0 total(indirect: By MFP Partners, L.P.) - Disposition to Issuer
Stock Options - Right to Buy
2015-10-31−5,000→ 0 totalExercise: $2.33Exp: 2023-07-24→ Common Stock (5,000 underlying) - Disposition to Issuer
Common Stock
2015-10-31−2,500→ 0 total
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated March 25, 2015, by and between Atlantic Capital Bancshares, Inc. ("Atlantic Capital") and First Security Group, Inc. ("First Security") (as amended on June 8, 2015, the "Merger Agreement"), on October 31, 2015 (the "Effective Date"), First Security merged with and into Atlantic Capital (the "Merger"), with Atlantic Capital continuing as the surviving corporation. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of First Security common stock or stock options.
- [F2]Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of First Security's common stock was converted into the right to receive either (a) stock consideration of 0.188 shares (the "Exchange Ratio") of Atlantic Capital common stock or (b) cash consideration of $2.35 per share (together with cash in lieu of fractional shares, the "Merger Consideration"). Restricted shares of First Security common stock outstanding on the Effective Date became fully-vested and were converted into the right to receive the Merger Consideration.
- [F3]Ms. Enden holds a minority non-controlling limited partnership interest in MFP Partners, L.P. (less than 1%), does not have or share investment control over the portfolio of MFP Partners, L.P., and does not have any shared or sole dispositive or voting power over the securities of the Issuer held by MFP Partners, L.P. Ms. Enden disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Ms. Enden is or was, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities reported herein.
- [F4]These shares are owned directly by MFP Partners, L.P.
- [F5]Pursuant to the Merger Agreement, on the Effective Date, all outstanding options and other stock-based awards of First Security issued and outstanding immediately prior to the Effective Date were assumed by Atlantic Capital or substituted for substantially identical options or other awards under Atlantic Capital's equity incentive compensation plans.
- [F6]This option, which provided for vesting in three equal installments beginning on July 24, 2014, was assumed by Atlantic Capital in the Merger and substituted with an option to purchase 940 shares of Atlantic Capital common stock for $12.39 per share.
Documents
Issuer
FIRST SECURITY GROUP INC/TN
CIK 0001138817
Entity typeoperating
IncorporatedTN
Related Parties
1- filerCIK 0001138817
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 7:00 PM ET
- Accepted
- Nov 2, 8:57 AM ET
- Size
- 11.1 KB