SEC Form 4: Jackson Ronald V returned 41,670 shares to the company, closing all direct ownership in the company
$SLCT
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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SELECT BANCORP, INC. [ SLCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2021 | ||||||||||||||||||||||||||
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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 | 10/15/2021 | D | 35,857 | D | (1) | 0 | I | Joint with spouse | ||
| Common Stock | 10/15/2021 | D | 5,813 | D | (1) | 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 | ||||||||
| Right to Acquire Common Stock | (2) | 10/15/2021 | D | 1,592 | (2) | (2) | Common Stock | 1,592 | $0 | 0 | D | ||||
| Options to Purchase Common Stock | $11.27 | 10/15/2021 | D | 7,000 | (3) | 09/07/2027 | Common Stock | 7,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 1, 2021 (the Merger Agreement), by and between First Bancorp and Select Bancorp, Inc., pursuant to which Select Bancorp, Inc., was merged with and into First Bancorp, effective October 15, 2021 (the Merger). Pursuant to the Merger Agreement, at the effective date of the Merger, each issued and outstanding share of Select Bancorp, Inc. common stock was converted into the right to receive 0.408 of a share 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 or indirectly any shares of Select Bancorp, Inc. common stock. |
| 2. Represents the right to receive shares of Select Bancorp, Inc. common stock under Select's Amended and Restated Directors' Deferral Plan (the Deferral Plan). The Deferral Plan was terminated as of the effective date of the Merger. Each share in the Deferral Plan represents the right to receive 0.408 of a share of First Bancorp common stock. |
| 3. Upon the closing of the Merger, each outstanding and unexercised option to purchase shares of Select Bancorp, Inc. common stock, whether or not previously vested, was cancelled in exchange for a cash payment of $18.00 minus the exercise price of each share of Select Bancorp, Inc. common stock subject to such stock option. |
| Remarks: |
| /s/ Ronald V. Jackson | 10/19/2021 | |
| ** 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. | ||