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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Southern Missouri Bancorp Inc | NASDAQ:SMBC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.84 | 1.53% | 55.92 | 55.76 | 56.08 | 56.36 | 55.08 | 55.17 | 8,832 | 19:19:57 |
CUSIP NO. 843380 10 6
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13D
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Todd E. Hensley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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536,040
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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536,040
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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536,040
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.2%
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14
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TYPE OF REPORTING PERSON
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IN
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Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
(a)
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Aggregate number of shares beneficially owned: 536,040. Percentage 7.2%
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(b)
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Sole power to direct the vote: 536,040
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(c)
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No transaction in the Common Stock was effected by Mr. Hensley during the past 60 days.
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(d)
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Of the 536,040 shares beneficially owned by Mr. Hensley, 532,040 are held by the Todd E. Hensley Revocable Living Trust; this trust, which is controlled by and may be revoked by Mr. Hensley, has the right to receive dividends from or the proceeds from the sale of the shares of Common Stock held by the trust.
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(e)
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Not applicable.
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer |
Item 7. | Material to be Filed as Exhibits |
Exhibit 1 | Southern Missouri Bancorp, Inc. 2008 Equity Incentive Plan (included as an attachment to the Issuer's definitive proxy statement filed on September 19, 2008 and incorporated herein by reference) |
Exhibit 2 | Form of Restricted Stock Agreement between the Issuer and Todd E. Hensley (filed herewith) |
Exhibit 3 | Southern Missouri Bancorp, Inc. 2003 Stock Option and Incentive Plan (included as an attachment to the Issuer's definitive proxy statement filed on September 17, 2003 and incorporated herein by reference) |
Exhibit 4 | Form of Stock Option Agreement between the Issuer and Todd E. Hensley (filed herewith) |
Date: May 22, 2015
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/s/ Todd E. Hensley
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Todd E. Hensley
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Exhibit No.
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Description
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1
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Southern Missouri Bancorp, Inc. 2008 Equity Incentive Plan (included as an attachment to the Issuer's definitive proxy statement filed on September 19, 2008 and incorporated herein by reference)
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2
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Form of Restricted Stock Agreement between the Issuer and Todd E. Hensley (filed herewith)
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3
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Southern Missouri Bancorp, Inc. 2003 Stock Option and Incentive Plan (included as an attachment to the Issuer's definitive proxy statement filed on September 17, 2003 and incorporated herein by reference)
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4
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Form of Stock Option Agreement between the Issuer and Todd E. Hensley (filed herewith)
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RS No. _______________
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Grant Date: September 5, 2014
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1. | Restricted Stock Award. The Company makes this Restricted Stock Award of 2,000 Shares to Grantee. These Shares are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 2, 3 and 4 of this Agreement and in Article VII of the Plan. |
2. | Vesting Dates: Subject to Sections 4 and 5 of this Agreement, the Shares shall vest as follows: |
Vesting Date
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Number of Shares Vesting
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Over five years beginning
one year from September 5, 2014. |
20% in each
annual installment |
3. | Transferability. The Grantee may not sell, assign, transfer, pledge or otherwise encumber any Shares that have not vested, except in the event of the Grantee's death, by will or by the laws of descent and distribution. |
4. | Termination of Service. If the Grantee terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Grantee, any Shares that have not vested as of the date of that termination shall be forfeited to the Company. If the Grantee's Service terminates on account of the Grantee's death or Disability, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of that termination of Service. |
5. | Effect of Change in Control. Upon a Change in Control, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of the earliest event constituting a Change in Control. |
6. | Stock Power. The Grantee agrees to execute a stock power with respect to each stock certificate reflecting the Shares in favor of the Company. The Shares shall not be issued by the Company until the required stock powers are delivered to the Company. |
7. | Certificates for Shares. The Company shall issue stock certificates in the name of the Grantee reflecting the Shares vesting on each Vesting Date in Section 2. The Company shall retain these certificates until the Shares represented thereby become vested. These certificates shall bear the following legend: |
8. | Grantee's Rights. As the owner of all Shares that have not vested, the Grantee shall be paid dividends by the Company with respect to those Shares at the same time as they are paid to other holders of the Company's common stock. The Grantee may exercise all voting rights appurtenant to the Shares. |
9. | Delivery of Shares to Grantee. Upon the vesting of any Shares, the restrictions in Sections 3 and 4 shall terminate, and the Company shall deliver only to the Grantee (or, if applicable, the Grantee's Beneficiary or estate) a certificate (without the legend referenced in Section 7) and the related stock power in respect of the vesting Shares. The Company's obligation to deliver a stock certificate for vested Shares can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee's Beneficiary) in such form as the Committee requires. The Company shall not be required to deliver stock certificates for vested Shares prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law. |
10. | Adjustments in Shares. In the event of any recapitalization, stock split, reorganization, merger, consolidation, spin-off, combination, exchange of securities, stock dividend, special or other non-recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee shall, in such manner as it may deem equitable, adjust the number of Shares or class of securities of the Company covered by this Agreement. Any additional Shares or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Shares that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10. |
11. | Tax Election. The Grantee understands that an election may be made under Section 83(b) of Code to accelerate the Grantee's tax obligation with respect to receipt of the Shares from the Vesting Dates to the Grant Date by submitting an election to the Internal Revenue Service substantially in the form attached hereto. |
12. | Tax Withholding. The Company shall have the right to require the Grantee to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or in lieu thereof, to retain or sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments. |
13. | Plan and Committee Decisions are Controlling. This Agreement and the award of Shares to the Grantee are subject in all respects to the provisions of the Plan, which are controlling. Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Shares shall be binding and conclusive upon the Grantee, any Beneficiary of the Grantee or the legal representative thereof. |
14. | Grantee's Employment. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee's service or employment as a director, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee. |
15. | Amendment. The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee's written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate by reason of any unusual or nonrecurring events affecting the Company, any Affiliate or their financial statements or any changes in applicable laws, regulations or accounting principles. |
16. | Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company. |
SOUTHERN MISSOURI BANCORP, INC.
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By
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Its
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ACCEPTED BY GRANTEE
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(Signature)
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(Print Name)
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(Street Address)
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(City, State & Zip Code)
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Name:
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Address:
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Date
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Signature
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(a) | State the election to exercise the Option, the number of shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be |
(b) | be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Corporation, of the right of such person or persons to exercise the Option; and |
(c) | be in writing and delivered in person or by certified mail to the Treasurer of the Corporation or any other person designated by the Committee. |
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Optionee (Todd E. Hensley)
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By:
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For the Compensation Committee
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September 5, 2014
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Date of Grant
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Attest:
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(Seal)
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1 Year Southern Missouri Bancorp Chart |
1 Month Southern Missouri Bancorp Chart |
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