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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Massbank Corp Read Mass (MM) | NASDAQ:MASB | 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% | 39.96 | 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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
MARSHALL STEPHEN E |
2. Issuer Name
and
Ticker or Trading Symbol
MASSBANK CORP [ MASB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O MASSBANK, 123 HAVEN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
READING, MA 01867 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 |
||||||||||
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 | 9/3/2008 | D | 1348.296 | D | $40.00 (1) | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
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 | ||||||||
Phantom Stock | (2) | 9/3/2008 | D | 1582.1319 | (2) | (2) | Common Stock | 1582.1319 | $40.00 | 0 | D | ||||
Non-Qualfied Stock Option (right to buy) | $27.6333 | 9/3/2008 | D | 1125 | (3) | 1/14/2012 | Common Stock | 1125 | $12.3667 (3) | 0 | D | ||||
Non-Qualfied Stock Option (right to buy)) | $28.44 | 9/3/2008 | D | 750 | (4) | 1/20/2013 | Common Stock | 750 | $11.56 (4) | 0 | D | ||||
Non-Qualfied Stock Option (right to buy) | $37.15 | 9/3/2008 | D | 1000 | (5) | 1/17/2015 | Common Stock | 1000 | $2.85 (5) | 0 | D | ||||
Non-Qualfied Stock Option (right to buy) | $32.80 | 9/3/2008 | D | 1000 | (6) | 1/16/2016 | Common Stock | 1000 | $7.20 (6) | 0 | D | ||||
Non-Qualfied Stock Option (right to buy) | $32.60 | 9/3/2008 | D | 1000 | (7) | 1/15/2017 | Common Stock | 1000 | $7.40 (7) | 0 | D | ||||
Non-Qualfied Stock Option (right to buy) | $36.15 | 9/3/2008 | D | 1000 | (8) | 1/14/2018 | Common Stock | 1000 | $3.85 (8) | 0 | D |
Explanation of Responses: | |
( 1) | Each share of common stock was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes, pursuant to the Agreement and Plan of Agreement, dated March 10, 2008, by and among Eastern Bank Corporation, Eastern Bank, Minuteman Acquisition Corp., the issuer and MASSBANK (the "Merger Agreement"). |
( 2) | These phantom stock units (issued pursuant to the Directors' Deferred Compensation Plan), each of which was the econocmic equivalent of one share of issuer common stock, were cancelled pursuant to a merger agreement by and among Eastern Bank Corporation, Eastern Bank, Mimuteman Acquisition Corp., the issuer and MASSBANK, in exchange for $40.00 per share of common stock underlying such phantom stock units in cash, without interest and less any applicable withholding taxes. |
( 3) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($27.63333) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
( 4) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($28.44) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
( 5) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($37.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
( 6) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.80) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
( 7) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.60) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
( 8) | This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($36.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. |
Reporting Owners
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Reporting Owner Name / Address |
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||||
Director | 10% Owner | Officer | Other | ||
MARSHALL STEPHEN E
C/O MASSBANK 123 HAVEN STREET READING, MA 01867 |
X |
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|
Signatures
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||
Stephen E. Marshall | 9/3/2008 | |
** Signature of Reporting Person |
Date
|
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. |
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