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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Central Bancorp, (MM) | NASDAQ:CEBK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.52 | 0 | 01:00:00 |
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
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person
*
FEELEY PAUL S |
2. Issuer Name
and
Ticker or Trading Symbol
CENTRAL BANCORP INC /MA/ [ CEBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Sr. VP, Treasurer & CFO |
399 HIGHLAND AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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SOMERVILLE, MA 02144 |
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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/9/2012 | D | 3000.0000 | D | $0.0000 (1) | 0.0000 | D | |||
Common Stock | 11/9/2012 | D | 8459.9500 | D | $0.0000 (2) | 0.0000 | I | By ESOP | ||
Common Stock | 11/9/2012 | D | 1800.0000 | D | $0.0000 (3) | 0.0000 | I | Restricted Stock II |
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) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $17.5000 | 11/9/2012 | D | 7466.0000 | (4) | 1/3/2022 | Common Stock | 7466.0000 | $0.0000 (5) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $28.9900 | 11/9/2012 | D | 3995.0000 | 3/17/2005 | 3/17/2015 | Common Stock | 3995.0000 | $0.0000 (5) | 0.0000 | D |
Explanation of Responses: | |
( 1) | Pursuant to the Agreement and Plan of Merger dated as of April 30, 2012 by and among Independent Bank Corp., Rockland Trust Company, Central Bancorp, Inc. and Central Co-operative Bank (the "Merger Agreement"), at the effective time of the merger each share of Central Bancorp common stock was exchanged for either 1.0533 shares of Independent Bank Corp. common stock, $32 in cash, or a combination of stock and cash at the reporting person's election, subject to the allocation and proration procedures contained in the Merger Agreement. |
( 2) | Pursuant to the Merger Agreement, at the effective time of the merger each ESOP share was converted into the right to receive either 1.0533 shares of Independent Bank Corp. common stock, $32 in cash, or a combination of stock and cash at the reporting person's election, subject to the allocation and proration procedures contained in the Merger Agreement. |
( 3) | Pursuant to the Merger Agreement, at the effective time of the merger, all restricted shares automatically vested and were exchanged for either 1.0533 shares of Independent Bank Corp. common stock, $32 in cash, or a combination of stock and cash at the reporting person's election, subject to the allocation and proration procedures contained in the Merger Agreement. |
( 4) | Stock options vest in 5 equal annual installments with the first 20% vesting on January 3, 2013, the first anniversary of the date of the grant. |
( 5) | Pursuant to the Merger Agreement, all stock options became fully vested and exercisable and were cancelled and the reporting person received a cash payment equal to $32 per share minus the applicable exercise price of such stock option multiplied by each stock option held. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
FEELEY PAUL S
399 HIGHLAND AVE SOMERVILLE, MA 02144 |
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Sr. VP, Treasurer & CFO |
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Signatures
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/s/ Paul S. Feeley | 11/9/2012 | |
** Signature of Reporting Person |
Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
1 Year Central Bancorp Chart |
1 Month Central Bancorp Chart |
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