Form 4 for CBNK Capital Bancorp Inc
Accepted 2024-10-02 00:00:00 ET · period of report 2024-10-01 · accession 0001628280-24-041853 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-10-02 | 2024-10-01 | CBNK | MCCONNELL MARC H | Dir | A - Grant | — | +206.2K | 156.9K | New | — |
| D | 2024-10-02 | 2024-10-01 | CBNK | MCCONNELL MARC H | Dir | A - Grant | — | +11.8K | 11.8K | New | — |
| DM | 2024-10-02 | 2024-10-01 | CBNK | MCCONNELL MARC H | Dir | A - Grant | $0.00 | +9,208 | 323 | 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 | 2024-10-01 | A | A | 557 | — | 557 | I | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 2 | Common | Common Stock | 2024-10-01 | A | A | 557 | — | 557 | I By daughter | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 3 | Common | Common Stock | 2024-10-01 | A | A | 44,823 | — | 44,823 | I By son | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 4 | Common | Common Stock | 2024-10-01 | A | A | 3,345 | — | 3,345 | I By Marc H McConnell Revocable Trust | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 5 | Common | Common Stock | 2024-10-01 | A | A | 156,926 | — | 156,926 | I By Marc H McConnell IRA | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 6 | Common | Common Stock | 2024-10-01 | A | A | 11,819 | — | 11,819 | D By McConnell Legacy Investments, LLC | — | — | (F1) Received pursuant to the merger agreement between Capital Bancorp, Inc. ("CBNK") and Integrated Financial Holdings, Inc. ("IFHI"), dated March 27, 2024 (the "Merger Agreement"), pursuant to which IFHI was merged with and into CBNK ("Merger") on October 1, 2024 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of IFHI common stock converted into the right to receive 1.115 shares of CBNK common stock, $5.36 in cash and cash in lieu of fractional shares (the "Merger Consideration"), (ii) each outstanding share of IFHI common stock subject to a restricted stock award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of IFHI common stock underlying such award, less applicable tax withholdings and (iii) each option to purchase IFHI common stock was converted into an option to purchase CBNK common stock. (F2) On the trading day immediately preceding Effective Date, the closing price of IFHI's common stock was $33.90 per share and the closing price of CBNK's common stock was $25.71 per share. |
| 7 | Derivative | Stock Options | 2024-10-01 | A | A | 1,615 | $0.00 | 1,615 | D | $19.18 · — to 2032-01-27 | 1,615 Common Stock | (F4) Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of IFHI common stock for $31.00 per share. The stock options vest 60% on October 1, 2024 and 20% on each of January 1, 2025 and January 1, 2026. |
| 8 | Derivative | Stock Options | 2024-10-01 | A | A | 3,231 | $0.00 | 3,231 | D | $16.09 · — to 2033-09-20 | 3,231 Common Stock | (F5) Received in the Merger in exchange for an employee stock option to acquire 2,000 shares of IFHI common stock for $26.00 per share. The stock options vest 40% on October 1, 2024 and 20% on each of September 21, 2025, September 21, 2026 and September 21, 2027. |
| 9 | Derivative | Stock Options | 2024-10-01 | A | A | 4,039 | $0.00 | 4,039 | D | $17.95 · — to 2034-01-24 | 4,039 Common Stock | (F6) Received in the Merger in exchange for an employee stock option to acquire 2,500 shares of IFHI common stock for $29.00 per share. The stock options vest 20% on October 1, 2024 and 20% on each of January 25, 2025, January 25, 2026, January 25, 2027 and January 25, 2028. |
| 10 | Derivative | Stock Options | 2024-10-01 | A | A | 323 | $0.00 | 323 | D | $14.82 · — to 2031-01-28 | 323 Common Stock | (F3) Received in the Merger in exchange for an employee stock option to acquire 200 shares of IFHI common stock for $23.95 per share. The stock options vest 100% on January 1, 2025. |