Form 4 for AUB Atlantic Union Bankshares Corp
Accepted 2025-04-03 00:00:00 ET · period of report 2025-04-01 · accession 0001104659-25-031771 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| M | 2025-04-03 | 2025-04-01 | AUB | SCHRIDER DANIEL J | Dir | A - Grant | $0.00 | +198.9K | 177.0K | New | $0 |
| 2025-04-03 | 2025-04-01 | AUB | SCHRIDER DANIEL J | Dir | D - Sale to Iss | $0.00 | -12.9K | 185.4K | -7% | $0 | |
| 2025-04-03 | 2025-04-01 | AUB | SCHRIDER DANIEL J | Dir | F - Tax | $31.14 | -9,033 | 176.4K | -5% | -$281.3K |
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 | 2025-04-01 | A | A | 198,308 | — | 198,308 | D | — | — | (F1) Acquired as a result of a merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2024, by and between Atlantic Union Bankshares Corporation ("AUB") and Sandy Spring Bancorp, Inc. ("SASR"), as it may be amended from time to time (the "Merger Agreement"). (F2) Pursuant to the Merger each (i) share of SASR common stock, par value $1.00 per share, including SASR restricted shares, held by the reporting person was converted into 0.900 shares of AUB common stock, par value $1.33 per share, with cash payable in lieu of any fractional shares; (ii) SASR performance-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into a time-based restricted stock unit award that settles in a number of shares of AUB common stock (each, an "AUB RSU") equal to the product of: the number of shares of SASR common stock underlying such performance-based restricted stock unit (assuming target performance) and 0.900; and (iii) SASR time-based restricted stock unit held by the reporting person as of immediately prior to the Effective Time was assumed and converted into an AUB RSU equal to the product of: the number of shares of SASR common stock underlying such restricted stock unit and 0.900. (F3) In connection with termination of the reporting person's employment in connection with the Merger, (i) AUB RSUs in respect of 28,201 shares of AUB common stock vested and were settled, (ii) 18,999 AUB restricted shares vested, (iii) AUB RSUs in respect of 1,156 shares of AUB common stock remained outstanding and continued to vest, and (iv) 7,812 AUB restricted shares remained outstanding and continued to vest. |
| 2 | Common | Common Stock | 2025-04-01 | D | D | 12,906 | $0.00 | 185,402 | D | — | — | (F4) In connection with termination of the reporting person's employment in connection with the Merger, AUB RSUs in respect of 12,906 shares of AUB common stock were forfeited for no consideration. |
| 3 | Common | Common Stock | 2025-04-01 | A | A | 642 | $0.00 | 177,011 | D | — | — | (F6) Direct issue from AUB in respect of the reporting person's quarterly retainer for service on AUB's Board of Directors. |
| 4 | Common | Common Stock | 2025-04-01 | F | D | 9,033 | $31.14 | 176,369 | D | — | — | (F5) Shares of AUB common stock withheld upon vesting of each AUB RSU that vested or continued to vest upon the reporting person's termination of employment in connection with the Merger, as described in clauses (i) and (iii) of Footnote 2 above. |