4//SEC Filing
Rapp W. Randall 4
Accession 0001415889-25-006382
CIK 0001458412other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 11:34 AM ET
Size
20.3 KB
Accession
0001415889-25-006382
Insider Transaction Report
Form 4
Rapp W. Randall
PRESIDENT, CROSSFIRST BANK
Transactions
- Disposition to Issuer
Common Stock
2025-03-01−59,194→ 0 total - Disposition to Issuer
Series A Non-Cumulative Perpetual Preferred Stock
2025-03-01−50→ 0 total - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−45,162→ 0 totalExercise: $15.50Exp: 2029-04-01→ Common Stock (45,162 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−5,000→ 0 totalExercise: $13.46Exp: 2032-07-01→ Common Stock (5,000 underlying) - Disposition to Issuer
Restricted Stock Units
2025-03-01−6,501→ 0 total→ Common Stock (6,501 underlying) - Disposition to Issuer
Restricted Stock Units
2025-03-01−1,667→ 0 total→ Common Stock (1,667 underlying) - Disposition to Issuer
Restricted Stock Units
2025-03-01−2,556→ 0 total→ Common Stock (2,556 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to that certain Agreement and Plan of Merger entered into on August 26, 2024, between Issuer and First Busey Corporation ("Busey") (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger, Issuer merged with and into Busey with Busey surviving the merger, and each share of common stock, par value $0.01 per share, of Issuer outstanding immediately prior to the effective time of the merger, other than certain excluded shares, were converted into the right to receive (a) 0.6675 shares of common stock, par value $0.001, of Busey and (b) cash in lieu of fractional shares.
- [F2]Pursuant to the Merger Agreement, each issued and outstanding share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01, of Issuer was converted into the right to receive one (1) share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.001, of Busey.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- [F4]Pursuant to the Merger Agreement, at the effective time of the merger, each Issuer restricted stock unit subject to time based vesting conditions (each, an "Issuer Restricted Stock Unit Award") was assumed and converted into a restricted stock unit award in respect of Busey common stock, par value $0.001, subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable under such Issuer Restricted Stock Unit Award immediately prior to the effective time of the merger relating to the number of shares of Busey common stock equal to the product of (A) the number of shares of Issuer common stock subject to the Issuer Restricted Stock Unit Award immediately prior to the effective time of the merger, multiplied by (B) 0.6675 shares of Busey common stock, with any fractional shares rounded to the nearest whole share of Busey common stock.
- [F5]Stock Settled Appreciation Rights ("SSARs") have vested or will vest as follows: 6,452 on April 1, 2020, 6,451 on April 1, 2021, 6,452 on April 1, 2022, 6,452 on April 1, 2023, 6,452 on April 1, 2024, 6,451 on April 1, 2025, and 6,452 on April 1, 2026.
- [F6]Pursuant to that certain Merger Agreement, each Issuer stock-settled stock appreciation right ("Issuer SARs") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Busey common stock par value $0.001, relating to the number of shares of Busey common stock equal to the product of (A) the number of shares of Issuer common stock subject to such Issuer SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Busey ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Busey common stock, and at an exercise price per share equal to (i) the exercise price per share of the Issuer SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent.
- [F7]SSARs have vested or will vest as follows: 714 on July 1, 2023, 715 on July 1, 2024, 714 on July 1, 2025, 714 on July 1, 2026, 714 on July 1, 2027, 715 on July 1, 2028, and 714 on July 1, 2029.
Documents
Issuer
CROSSFIRST BANKSHARES, INC.
CIK 0001458412
Entity typeother
Related Parties
1- filerCIK 0001783114
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 11:34 AM ET
- Size
- 20.3 KB