Douglas J. Hertz - Mar 1, 2022 Form 3 Insider Report for SouthState Corp (SSB)

Role
Director
Signature
William E. Matthews, V, CFO, pursuant to power of attorney
Stock symbol
SSB
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
3
Date filed
3/7/2022, 03:41 PM
Previous filing
May 24, 2021
Next filing
May 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SSB Common Stock 9.79K Mar 1, 2022 Direct F1
holding SSB Common Stock 12.4K Mar 1, 2022 By family foundation F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SSB Restricted Share Awards Mar 1, 2022 Common Stock 332 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquired in connection with the Agreement and Plan of Merger, dated as of July 22, 2021 (the "Merger Agreement"), by and between SouthState Corporation ("SouthState" or the "Company") and Atlantic Capital Bancshares, Inc. ("Atlantic Capital"), pursuant to which Atlantic Capital merged with and into SouthState (the "Merger") on March 1, 2022 (the "Closing Date"). Pursuant to the Merger Agreement, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.3600 shares (the "Exchange Ratio"), par value $2.50, of SouthState common stock.
F2 Pursuant to the Merger Agreement, on the Closing Date, outstanding Atlantic Capital restricted director stock unit awards ("Atlantic Capital RSAs") were converted into SouthState Restricted Share Awards ("RSAs"), with the number of underlying shares of SouthState common stock adjusted based on the Exchange Ratio. The converted SouthState RSAs are subject to time-vesting through the remainder of the originally scheduled vesting date and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.