Form 4 for BUSE FIRST BUSEY CORP /NV/
Accepted 2025-03-04 00:00:00 ET · period of report 2025-03-01 · accession 0000314489-25-000078 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-03-04 | 2025-03-01 | BUSE | Fauss Amy | Chief Info, Tech Off | A - Grant | $0.00 | +79.1K | 71.2K | New | $0 |
| DM | 2025-03-04 | 2025-03-01 | BUSE | Fauss Amy | Chief Info, Tech Off | A - Grant | $0.00 | +94.7K | 17.3K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-03-01 | A | A | 67,144 | $0.00 | 67,144 | D | — | — | (F1) Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on August 26, 2024, between Issuer and CrossFirst Bankshares, Inc. ("CrossFirst"). Pursuant to the Merger Agreement, at the effective time of the merger, CrossFirst merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $0.01 per share, of CrossFirst outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive (a) 0.6675 shares of common stock, par value $0.001, of Issuer and (b) cash in lieu of fractional shares. |
| 2 | Common | Common Stock | 2025-03-01 | A | A | 7,854 | $0.00 | 79,085 | D | — | — | (F3) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst performance-based restricted stock unit award (each, a "CrossFirst PSU") was assumed and converted into an Issuer RSU, subject to the same terms and conditions (including service-based vesting terms but excluding performance-based vesting terms) as applied to the CrossFirst PSU immediately prior to the effective time of the merger, relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B)(i) for CrossFirst PSUs granted in 2023, actual performance and (ii) for CrossFirst PSUs granted in 2024, target performance, in each case, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock. |
| 3 | Common | Series A Non-Cumulative Perpetual Preferred Stock | 2025-03-01 | A | A | 50 | $0.00 | 50 | D | — | — | (F4) Pursuant to the Merger Agreement, at the effective time of the merger, each issued and outstanding share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01, of CrossFirst was converted into the right to receive one share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.001, of Issuer. |
| 4 | Common | Common Stock | 2025-03-01 | A | A | 4,087 | $0.00 | 71,231 | D | — | — | (F2) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst restricted stock unit subject to time based vesting conditions (each, a "CrossFirst RSU") was assumed and converted into a restricted stock unit award in respect of Issuer common stock, par value $0.001 (each, an "Issuer RSU"), subject to vesting, repurchase, or other lapse restriction with the same terms and conditions as were applicable under such CrossFirst RSU immediately prior to the effective time of the merger relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B) the number of shares of CrossFirst common stock subject to the CrossFirst RSUs immediately prior to the effective time of the merger, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock. |
| 5 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 5,721 | $0.00 | 5,721 | D | $11.24 · 2025-03-01 to 2028-05-01 | 5,721 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 6 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 9,535 | $0.00 | 9,535 | D | $11.24 · 2025-03-01 to 2025-05-01 | 9,535 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 7 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 14,303 | $0.00 | 14,303 | D | $9.37 · 2025-03-01 to 2028-01-24 | 14,303 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 8 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 40,050 | $0.00 | 40,050 | D | $21.35 · 2025-03-01 to 2033-07-26 | 40,050 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 9 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 7,787 | $0.00 | 7,787 | D | $11.24 · 2025-03-01 to 2030-05-01 | 7,787 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 10 | Derivative | Stock Appreciation Right | 2025-03-01 | A | A | 17,280 | $0.00 | 17,280 | D | $12.36 · 2025-03-01 to 2031-07-29 | 17,280 Common Stock | (F5) Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |