Sec Form 4 Filing - DAgostino James Samuel Jr @ Encore Bancshares Inc - 2012-07-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DAgostino James Samuel Jr
2. Issuer Name and Ticker or Trading Symbol
Encore Bancshares Inc [ EBTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
NINE GREENWAY PLAZA, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2012
(Street)
HOUSTON, TX77046
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/02/2012 M( 1 ) 15,000 A $ 12 597,212 D
Common stock 07/02/2012 S( 2 ) 597,212 D $ 20.62 0 D
Common Stock 07/02/2012 S( 2 ) 400 D $ 20.62 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (option to buy) $ 12 07/02/2012 M( 1 ) 15,000 06/01/2006 06/01/2013 Common Stock 15,000 $ 12 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DAgostino James Samuel Jr
NINE GREENWAY PLAZA
SUITE 1000
HOUSTON, TX77046
X Chairman and CEO
Signatures
/s/ James S. D'Agostino, Jr. 07/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 2, 2012, Encore Bancshares, Inc. ("Encore") consummated its merger (the "Merger") with EMS Sub I, Inc. ("Merger Sub"), a wholly owned subsidiary of Cadence Bancorp, LLC ("Cadence"), on the terms and conditions set forth in that certain Agreement and Plan of Merger, dated as of March 5, 2012, by and among Encore, Cadence and Merger Sub (the "Merger Agreement"). Pursuant to the Merger Agreement, outstanding stock options held by reporting owner were converted into the right to receive a cash payment equal to the product of (i) the number of shares subject to such stock options and (ii) the excess of $20.62 over the exercise price of such stock options, less applicable tax withholding.
( 2 )Disposed of in connection with the Merger in exchange for the right to receive a cash payment equal to $20.62 per share

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