POTTER J RANDOLPH 4
4 · GRANDSOUTH BANCORPORATION · Filed Jan 4, 2023
Insider Transaction Report
Form 4
POTTER J RANDOLPH
Director
Transactions
- Disposition to Issuer
Common Stock
2023-01-01−2,083→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2023-01-01−800→ 0 total - Disposition to Issuer
Preferred Stock - Series A
2023-01-01−1,192→ 0 total→ Common Stock (1,192 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2023-01-01−10,000→ 0 totalExercise: $20.90Exp: 2031-04-21→ Common Stock (10,000 underlying)
Footnotes (3)
- [F1]Disposed of in accordance with the Agreement and Plan of Merger and Reorganization, dated as of June 21, 2022 (the "Merger Agreement"), by and between GrandSouth Bancorporation and First Bancorp, pursuant to which GrandSouth Bancorporation was merged with and into First Bancorp, effective January 1, 2023 (the "Merger"). On January 1, 2023, the effective date of the Merger, each issued and outstanding share of GrandSouth Bancorporation common stock and preferred stock was converted into the right to receive 0.91 shares of First Bancorp common stock (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, any shares of GrandSouth Bancorporation capital stock.
- [F2]The Series A Preferred Stock is convertible upon a Change of Control as defined in the Articles of Amendment designating the Series A Preferred into a number of shares of the issuers common stock on a one for one basis and has no expiration date.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of First Bancorp common stock, as adjusted to reflect the exchange ratio of 0.91.