Robert Harris Orley - Sep 3, 2021 Form 4 Insider Report for MACKINAC FINANCIAL CORP /MI/ (MFNC)

Role
Director
Signature
/s/ Robert Harris Orley
Stock symbol
MFNC
Transactions as of
Sep 3, 2021
Transactions value $
$0
Form type
4
Date filed
9/8/2021, 01:21 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MFNC Common Stock Disposed to Issuer -38.6K -100% 0 Sep 3, 2021 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Harris Orley is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On September 3, 2021, pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of April 12, 2021 by and between Nicolet Bankshares, Inc. ("Nicolet") and Mackinac Financial Corporation ("MFNC"), MFNC merged with and into Nicolet ("Merger"), and each outstanding share of MFNC common stock was converted into the right to receive 0.22 of a share of Nicolet common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of Nicolet common stock which the holder would otherwise be entitled to receive multiplied by $4.64. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the MFNC common stock reported in Table I, an aggregate of 8,501 shares of Nicolet common stock having a market value of $76.74 per share on the effective date of the Merger, and cash in lieu of a fractional share of Nicolet common stock, subject to any required tax withholding under applicable law.
F2 Pursuant to the Merger Agreement, the amount of securities disposed of includes MFNC restricted shares. At the effective time of the Merger, any vesting conditions applicable to outstanding restricted share awards under MFNC's equity incentive plans automatically accelerated in full and such restricted shares converted into, and will be exchanged for, the merger consideration as described in note (1) above, less any applicable taxes required to be withheld with respect to such vesting.