4//SEC Filing
Fauss Amy 4
Accession 0001415889-25-006395
CIK 0001458412other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 11:41 AM ET
Size
26.1 KB
Accession
0001415889-25-006395
Insider Transaction Report
Form 4
Fauss Amy
COO
Transactions
- Disposition to Issuer
Restricted Stock Units
2025-02-01−4,531→ 0 total→ Common Stock (4,531 underlying) - Disposition to Issuer
Restricted Stock Units
2025-03-01−1,593→ 0 total→ Common Stock (1,593 underlying) - Disposition to Issuer
Common Stock
2025-03-01−100,591→ 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
2025-03-01−21,428→ 0 totalExercise: $6.25From: 2020-01-24Exp: 2028-01-24→ Common Stock (21,428 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−11,666→ 0 totalExercise: $7.50From: 2022-05-01Exp: 2030-05-01→ Common Stock (11,666 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−14,286→ 0 totalExercise: $7.50From: 2022-05-01Exp: 2025-05-01→ Common Stock (14,286 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−8,572→ 0 totalExercise: $7.50From: 2022-05-01Exp: 2028-05-01→ Common Stock (8,572 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−25,888→ 0 totalExercise: $8.25From: 2023-07-30Exp: 2031-07-29→ Common Stock (25,888 underlying) - Disposition to Issuer
Stock Settled Appreciation Right
2025-03-01−60,000→ 0 totalExercise: $14.25From: 2021-07-26Exp: 2033-07-26→ Common Stock (60,000 underlying)
Footnotes (5)
- [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]Pursuant the 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.
Documents
Issuer
CROSSFIRST BANKSHARES, INC.
CIK 0001458412
Entity typeother
Related Parties
1- filerCIK 0001776485
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 11:41 AM ET
- Size
- 26.1 KB