Sec Form 4 Filing - Aland Robert B @ National Commerce Corp - 2019-04-01

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
Aland Robert B
2. Issuer Name and Ticker or Trading Symbol
National Commerce Corp [ NCOM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CAO
(Last) (First) (Middle)
600 LUCKIE DRIVE, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2019
(Street)
BIRMINGHAM, AL35223
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 04/01/2019( 1 ) A 5,373.72 A 54,817.72 D
Common Stock 04/01/2019( 1 ) F 2,402.57 ( 3 ) D $ 38.76 ( 4 ) 52,415.15 D
Common Stock 04/01/2019( 1 ) D 52,415.15 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
Phantom Stock Units ( 6 ) 04/01/2019( 1 ) D 7,899.85 ( 7 ) ( 7 ) Common Stock 7,899.85 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aland Robert B
600 LUCKIE DRIVE
SUITE 350
BIRMINGHAM, AL35223
EVP and CAO
Signatures
/s/ William E. Matthews, V, by power of attorney 04/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Although the reporting person became irrevocably bound to dispose of shares of the Issuer ("NCC") in connection with the merger of NCC with and into CenterState Bank Corporation ("CenterState"), with CenterState as the surviving company (the "Merger"), on the closing date of the Merger, March 29, 2019, none of the transactions reported in this Form 4 occurred until the effective time of the Merger (12:01 a.m. Eastern Time on April 1, 2019) (the "Effective Time").
( 2 )Represents the vesting of outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which were to be measured over a performance period that was not completed prior to the Effective Time, in the amounts determined by the Compensation Committee of the NCC board of directors in accordance with the applicable award agreements and the Agreement and Plan of Merger by and between NCC and CenterState, dated November 23, 2018 (the "Merger Agreement").
( 3 )Represents shares of NCC common stock withheld to satisfy tax obligations in connection with the vesting and settlement of the performance share awards described in footnotes 2 and 5 of this Form 4.
( 4 )Represents the closing price of NCC common stock on March 27, 2019, the most recent practicable date prior to the Effective Time for the calculation of such withholdings.
( 5 )Disposed of pursuant to the Merger Agreement in exchange for shares of CenterState common stock having a market value of $39.21 per share on March 29, 2019, the most recent practicable date prior to the Effective Time. Pursuant to the terms and conditions set forth in the Merger Agreement, (i) NCC's stockholders received 1.65 shares of CenterState common stock for each outstanding share of NCC common stock issued and outstanding immediately prior to the Effective Time, with cash payable in lieu of any fractional shares (the "Merger Consideration"), and (ii) the performance share awards were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration in respect of each share of NCC common stock underlying the performance share awards, net of the withholding taxes described in footnotes 3 and 4 of this Form 4. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of NCC common stock.
( 6 )Each of the phantom stock units is the economic equivalent of one share of NCC common stock.
( 7 )Pursuant to the Merger Agreement, the deferrals of NCC common stock representing equity awards and director fees credited to participant accounts under the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors were converted into the right to receive the Merger Consideration in respect of each such deferred share at the Effective Time. Immediately prior to such conversion, 3,532.00 shares of NCC common stock were withheld to satisfy tax obligations in connection with the conversion, calculated using the closing price of NCC common stock on March 27, 2019 ($38.76), the most recent practicable date prior to the Effective Time for the calculation of such withholdings.

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