Statement of Changes in Beneficial Ownership (4)
06 Febbraio 2019 - 1:39PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Linton Sheila M
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2. Issuer Name
and
Ticker or Trading Symbol
ACCESS NATIONAL CORP
[
ANCX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Corporate Secretary
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(Last)
(First)
(Middle)
C/O ACCESS NATIONAL CORPORATION, 1800 ROBERT FULTON DRIVE, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2019
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(Street)
RESTON, VA 20191
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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common stock
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2/1/2019
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D
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61987.66
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D
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(1)
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0
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D
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common stock
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2/1/2019
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D
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12000
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D
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(1)
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0
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I
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By spouse
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common stock
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2/1/2019
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D
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11348
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D
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(1)
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0
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I
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By spouse as Owner/President of Linton MotorSport, Inc.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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options to purchase
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$23.87
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1/24/2019
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A
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2000
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(2)
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1/24/2024
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common stock
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2000
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$0.00
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2000
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D
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options to purchase
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$17.96
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2/1/2019
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D
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1700
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(3)
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1/21/2020
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common stock
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1700
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(4)
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0
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D
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options to purchase
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$18.32
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2/1/2019
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D
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1800
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(3)
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1/21/2021
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common stock
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1800
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(5)
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0
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D
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options to purchase
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$27.82
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2/1/2019
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D
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1800
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(3)
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2/23/2022
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common stock
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1800
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(6)
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0
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D
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options to purchase
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$28.06
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2/1/2019
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D
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1000
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(3)
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10/23/2022
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common stock
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1000
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(7)
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0
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D
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options to purchase
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$29.51
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2/1/2019
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D
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2000
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(3)
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3/15/2023
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common stock
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2000
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(8)
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0
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D
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options to purchase
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$23.87
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2/1/2019
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D
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2000
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(3)
(9)
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1/24/2024
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common stock
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2000
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(9)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Reorganization between Union Bankshares Corporation ("Union") and issuer, dated October 4, 2018, as amended on December 7, 2018 (the "Merger Agreement"), pursuant to which the issuer was merged with and into Union effective February 1, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of common stock of the issuer was converted into 0.75 shares of Union common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of common stock of the issuer.
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(2)
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This option vests in four equal installments as follows: 25% on 01/24/2020; 25% on 01/24/2021; 25% on 01/24/2022; and 25% on 01/24/2023.
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(3)
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Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a stock option to purchase shares of Union common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Except as otherwise set forth in this Form 4, each such stock option was already fully vested and exercisable or became fully vested and exercisable in connection with the Merger.
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(4)
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This option was converted into an option to purchase 1,275 shares of Union common stock for $23.95 per share.
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(5)
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This option was converted into an option to purchase 1,350 shares of Union common stock for $24.43 per share.
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(6)
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This option was converted into an option to purchase 1,350 shares of Union common stock for $37.10 per share.
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(7)
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This option was converted into an option to purchase 750 shares of Union common stock for $37.42 per share.
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(8)
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This option was converted into an option to purchase 1,500 shares of Union common stock for $39.35 per share.
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(9)
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This option was converted into an option to purchase 1,500 shares of Union common stock for $31.83 per share, and vests in four equal installments as follows: 25% on 01/24/2020; 25% on 01/24/2021; 25% on 01/24/2022; and 25% on 01/24/2023.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Linton Sheila M
C/O ACCESS NATIONAL CORPORATION
1800 ROBERT FULTON DRIVE, SUITE 300
RESTON, VA 20191
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VP, Corporate Secretary
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Signatures
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Sheila M. Linton
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2/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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