CFO Clouse Benjamin R returned 33,244 shares to the company and returned 105 units of Series A Non-Cumulative Perpetual Preferred Stock to the company, closing all direct ownership in the company (SEC Form 4)
$CFB
Major Banks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CROSSFIRST BANKSHARES, INC. [ CFB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2025 | D | 33,244 | D | (1) | 0 | D | |||
| Series A Non-Cumulative Perpetual Preferred Stock | 03/01/2025 | D | 105 | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 03/01/2025 | D | 2,675 | (4) | (4) | Common Stock | 2,675 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/01/2025 | D | 6,645 | (4) | (4) | Common Stock | 6,645 | $0 | 0 | D | ||||
| Stock Settled Appreciation Right | $14.14 | 03/01/2025 | D | 14,286 | (5) | 07/28/2031 | Common Stock | 14,286 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"), 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. |
| 2. 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. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
| 4. 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. |
| 5. Stock Settled Appreciation Rights scheduled to vest as follows: 3,572 vesting on July 28, 2025, 3,571 vesting on July 28, 2026, 3,573 vesting on July 28, 2027, and 3,571 vesting on July 28, 2028. |
| 6. Pursuant to 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. |
| /s/ Amy Abrams, by Power of Attorney | 03/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||