Statement of Changes in Beneficial Ownership (4)
2015年1月1日 - 5:09AM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
Wheeler Richard T Jr
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2. Issuer Name
and
Ticker or Trading Symbol
Franklin Financial Corp
[
FRNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman. President & CEO
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(Last)
(First)
(Middle)
4501 COX ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2014
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(Street)
GLEN ALLEN, VA 23060
(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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12/23/2014
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J
(1)
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88708.0000
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A
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$0.0000
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110838.0000
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D
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Common Stock
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12/23/2014
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F
(2)
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36034.0000
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D
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$21.9300
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74804.0000
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D
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Common Stock
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12/23/2014
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J
(1)
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88708.4556
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D
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$0.0000
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0.0000
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I
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By deferred compensation plan
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Common Stock
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8635.5029
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I
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By ESOP
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Common Stock
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45000.0000
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I
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Restricted Stock
(3)
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Common Stock
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13600.0000
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I
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Restricted Stock II
(4)
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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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Stock Option (Right to Buy)
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$13.4200
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(5)
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3/29/2022
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Common Stock
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185000.0000
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185000.0000
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D
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Stock Option (Right to Buy)
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$18.4000
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10/4/2014
(6)
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10/4/2023
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Common Stock
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44100.0000
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44100.0000
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D
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Explanation of Responses:
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(
1)
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The transaction represents a distribution of shares of common stock credited to the Reporting Person under the plan. The distribution was made as a result of the termination of the plan and the Reporting Person's subsequent termination of service with Franklin Financial Corporation in connection with the proposed merger of Franklin Financial Corporation with and into TowneBank, with TowneBank as the surviving entity. The distributed shares are now held directly by the Reporting Person.
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(
2)
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On December 23, 2014, 88,708 shares previously reported as held indirectly by the Reporting Person under the deferred compensation plan were distributed and are now reported as held directly. Also on December 23, 2014, the Reporting Person tendered 36,034 of his directly held shares to Franklin Financial Corporation for tax withholding purposes, leaving a beneficial ownership amount of 74,804 shares held directly.
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(
3)
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Shares vest at a rate of 15,000 annually (20% of the original grant) beginning on March 29, 2013, subject to the achievement of certain performance metrics over an October 1 to September 30 annual performance period. Any portion of an award not vested in prior years may vest on a later vesting date during the performance period if, as of such date, the Issuer has met the specified performance target. Any shares not vested after the fifth vesting date will be forfeited. The Board of Directors has deemed that the performance metrics have been met for the October 1, 2013 to September 30, 2015 performance periods.
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(
4)
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Restricted stock vests in five equal annual installments, beginning on October 4, 2014, the first anniversary of the date of the award.
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(
5)
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Stock options vest in five equal annual installments beginning on March 29, 2013, the first anniversary of the date of the grant.
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(
6)
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Stock options vest in five equal annual installments beginning on October 4, 2014, the first anniversary of the date of the grant.
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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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Wheeler Richard T Jr
4501 COX ROAD
GLEN ALLEN, VA 23060
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X
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Chairman. President & CEO
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Signatures
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/s/ Richard T. Wheeler Jr.
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12/31/2014
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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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