Sec Form 4 Filing - REYNOLDS F KEVIN @ CARDINAL FINANCIAL CORP - 2017-04-21

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
REYNOLDS F KEVIN
2. Issuer Name and Ticker or Trading Symbol
CARDINAL FINANCIAL CORP [ CFNL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Cardinal Bank, N.A.
(Last) (First) (Middle)
8270 GREENBORO DR, STE 500
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2017
(Street)
MCLEAN, VA22102
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 04/21/2017 D 24,414 D 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 $ 16.58 04/21/2017 D 11,969 ( 2 ) 02/13/2023 Common Stock 11,969 ( 6 ) 0 D
Stock Option $ 16.54 04/21/2017 D 18,000 ( 3 ) 02/19/2024 Common Stock 18,000 ( 6 ) 0 D
Stock Option $ 20.05 04/21/2017 D 10,500 ( 4 ) 03/18/2025 Common Stock 10,500 ( 6 ) 0 D
Stock Option $ 19.18 04/21/2017 D 2,000 ( 5 ) 02/16/2026 Common Stock 2,000 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REYNOLDS F KEVIN
8270 GREENBORO DR
STE 500
MCLEAN, VA22102
President, Cardinal Bank, N.A.
Signatures
/s/ Jennifer L. Deacon, as Attorney in Fact 04/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective April 21, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of August 17, 2016 (the "Merger Agreement"), by and among United Bankshares, Inc. ("United"), its subsidiary UBV Holding Company, LLC ("UBV") and Cardinal Financial Corporation ("Cardinal"), Cardinal merged with and into UBV, with UBV as the surviving company (the "Merger"). In the Merger, each share of Cardinal's common stock converted into 0.71 shares of United's common stock.
( 2 )The stock options vested as follows: 25% on February 13, 2013, and 25% on the anniversary date of the grant for three years.
( 3 )The stock options vested as follows: 1/3 on February 19, 2014 and 1/3 on the anniversary date of the grant for two years.
( 4 )The stock options vested as follows: 1/3 on March 18, 2015 and 1/3 on the anniversary date of the grant for two years.
( 5 )The stock options vested as follows: 1/3 on February 16, 2016 and 1/3 on the anniversary date of the grant for two years.
( 6 )This option was assumed by United in the Merger, fully vested, and replaced with an option to purchase shares of United common stock equal to the number of shares of Cardinal common stock subject to such option multiplied by 0.71, at an exercise price equal to the exercise price of such option divided by 0.71.

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