Roland L. Williams - Oct 1, 2022 Form 4 Insider Report for Allegiance Bancshares, Inc. (ABTX)

Role
Director
Signature
Shanna Kuzdzal, Attorney-in-fact
Stock symbol
ABTX
Transactions as of
Oct 1, 2022
Transactions value $
$0
Form type
4
Date filed
10/3/2022, 05:26 PM
Previous filing
Sep 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABTX Common Stock Disposed to Issuer $0 -103K -100% $0.00* 0 Oct 1, 2022 Direct 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
transaction ABTX Employee Stock Option (right to buy) Disposed to Issuer -24.6K -100% 0 Oct 1, 2022 Common Stock 24.6K $14.61 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Roland L. Williams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On October 1, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 5, 2021, by and between CBTX, Inc. ("CBTX") and Allegiance Bancshares, Inc. ("Allegiance"), Allegiance merged with and into CBTX, with CBTX as the surviving corporation (the "Merger"). In connection with the Merger, each outstanding share of Allegiance common stock (including restricted stock awards, which were deemed vested immediately prior to the Merger, less applicable tax withholding), subject to certain limited exceptions, was converted into the right to receive 1.4184 shares of CBTX common stock (the "exchange ratio"), with cash payable in lieu of any fractional share. In connection with the Merger, the reporting person received CBTX common stock in exchange for all of the reporting person's shares of Allegiance common stock (including the foregoing restricted stock awards), with cash received in lieu of a fractional share, in each case without interest.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Allegiance common stock fully vested and was automatically converted into an option to purchase a number of shares of CBTX common stock equal to the number of shares of Allegiance common stock subject to such option multiplied by the exchange ratio, and having a per share exercise price equal to the per share exercise price for shares of Allegiance common stock subject to such option multiplied by the exchange ratio.