- Statement of Changes in Beneficial Ownership (4)
21 Febrero 2012 - 8:11AM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LUNDBLAD CARL D
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2. Issuer Name
and
Ticker or Trading Symbol
TOWER BANCORP INC
[
TOBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, General Counsel
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(Last)
(First)
(Middle)
436 WOODCREST DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2012
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(Street)
MECHANICSBURG, PA 17050
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/17/2012
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D
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6362.2385
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D
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(1)
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0
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D
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Common Stock
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2/17/2012
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D
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4.746
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D
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(1)
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0
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I
(2)
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By ESOP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$30.96
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2/17/2012
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D
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210
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3/31/2009
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1/22/2018
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Common Stock
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210
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(3)
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0
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D
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Employee Stock Option (right to buy)
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$30.96
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2/17/2012
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D
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2100
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3/31/2009
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7/17/2018
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Common Stock
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2100
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(3)
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0
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D
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Employee Stock Option (right to buy)
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$26.77
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2/17/2012
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D
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2400
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(4)
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9/22/2019
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Common Stock
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2400
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger between Susquehanna Bancshares, Inc. ("Susquehanna") and issuer, dated June 20, 2011, as amended September 28, 2011 (the "Merger Agreement"), pursuant to which issuer was merged with and into Susquehanna (the "Merger"). Pursuant to the Merger, each share of issuer was exchanged for 3.4696 shares of Susquehanna common stock or $28.00, at each stockholder's election and subject to proration and allocation procedures described in the Merger Agreement. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
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(
2)
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Reflects allocation of shares under the Employee Stock Ownership Plan.
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(
3)
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Pursuant to the Merger Agreement, each option granted by issuer to purchase shares of issuer's common stock which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically converted into a right to purchase shares of Susquehanna common stock, with the number of underlying shares and the exercise price determined per the Merger Agreement, and subject to the terms of the issuer's stock plans.
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(
4)
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Stock options granted pursuant to the 2007 Stock Incentive Plan vest in five equal annual installments commencing on September 22, 2010.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LUNDBLAD CARL D
436 WOODCREST DRIVE
MECHANICSBURG, PA 17050
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EVP, General Counsel
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Signatures
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Carl D Lundblad
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2/17/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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