4//SEC Filing
HOWARD PATRICK J 4
Accession 0001766526-19-000017
CIK 0001766526other
Filed
May 14, 8:00 PM ET
Accepted
May 15, 7:47 PM ET
Size
13.2 KB
Accession
0001766526-19-000017
Insider Transaction Report
Form 4
HOWARD PATRICK J
DirectorPresident & COO
Transactions
- Purchase
Series B Preferred Stock
2019-05-14$10.00/sh+7,500$75,000→ 7,500 total - Award
Stock Options (right to buy)
2019-05-13+25,000→ 50,000 totalExercise: $5.70Exp: 2027-05-15→ Common Stock (25,000 underlying) - Award
Stock Options (right to buy)
2019-05-13+25,000→ 50,000 totalExercise: $5.70Exp: 2027-05-15→ Common Stock (25,000 underlying)
Footnotes (7)
- [F1]Represents shares purchased through a directed share program in connection with the initial public offering of the Issuer's 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (the "Series B preferred stock"), which closed on May 14, 2019. These shares of Series B preferred stock were purchased at the public offering price of $10.00 per share.
- [F2]Received in exchange for options to purchase 50,000 common units of Tectonic Holdings, LLC ("Tectonic Holdings") in connection with the merger of Tectonic Holdings with and into the Issuer, with the Issuer continuing as the surviving company (the "Merger"). At the effective time of the Merger, each option to purchase one common unit of Tectonic Holdings was converted into an option to purchase one share of the Issuer's common stock.
- [F3]Immediately following, and in connection with, the Merger, the Issuer effected a 1-for-2 reverse stock split of the outstanding shares of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
- [F4]These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2020.
- [F5]These stock options vest on the earlier of the Reporting Person's termination by the Issuer without cause, a change in control or May 15, 2021.
- [F6]Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("3yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("3yr Tectonic Financial Options"), all such 3yr Tectonic Holdings Options and 3yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 3yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 3yr Tectonic Holdings Options and the 3yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 3yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.
- [F7]Prior to the Merger and Reverse Stock Split and subject to vesting, the Reporting Person held options to purchase 50,000 common units of Tectonic Holdings at an exercise price of $3.55 ("4yr Tectonic Holdings Options") and options to purchase 50,000 shares of the Issuer's common stock at an exercise price of $2.15 ("4yr Tectonic Financial Options"), all such 4yr Tectonic Holdings Options and 4yr Tectonic Financial Options having the same exercisable date and expiration date. As a result of the Merger and Reverse Stock Split, the 4yr Tectonic Holding Options were converted into options to purchase 25,000 shares of the Issuer's common stock at an exercise price of $5.70, which is the sum of the exercise prices of the 4yr Tectonic Holdings Options and the 4yr Tectonic Financial Options. Additionally, as a result of the Merger and Reverse Stock Split, the 4yr Tectonic Financial Options became exercisable for 25,000 shares of the Issuer's common stock at an exercise price of $5.70.
Documents
Issuer
Tectonic Financial, Inc.
CIK 0001766526
Entity typeother
Related Parties
1- filerCIK 0001120733
Filing Metadata
- Form type
- 4
- Filed
- May 14, 8:00 PM ET
- Accepted
- May 15, 7:47 PM ET
- Size
- 13.2 KB