FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WHITNEY HOLDING CORP [ WTNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock no par value | 06/04/2011 | D | 40,183 | D | (1) | 0 | D | |||
Common stock no par value | 06/04/2011 | D | 6,485.068 | D | (1) | 0 | D | |||
Common stock no par value | 06/04/2011 | D | 4,119.8521 | D | (1) | 0 | I | Held for the reporting person in the Company's 401(k) plan as reported by the Trustee on 3/31/2011 | ||
Common stock no par value | 06/04/2011 | D | 800 | D | (1) | 0 | I | Shares of stock held for Mr. Turner's minor children. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive opt | $18.5777 | 06/04/2011 | D | 3,375 | 12/13/2001 | 06/12/2011 | Comm stock | 3,375 | (2) | 0 | D | ||||
Incentive opt | $22.5799 | 06/04/2011 | D | 4,428 | 12/12/2002 | 06/11/2012 | Comm stock | 4,428 | (2) | 0 | D | ||||
Nonqual opt | $22.5799 | 06/04/2011 | D | 3,072 | 12/12/2002 | 06/11/2012 | Comm stock | 3,072 | (2) | 0 | D | ||||
Nonqual opt | $18.77 | 06/04/2011 | D | 15,000 | 06/23/2011 | 06/23/2018 | Comm stock | 15,000 | (2) | 0 | D | ||||
Restricted stock unit | (3) | 06/04/2011 | D | 17,500 | (3) | (3) | Comm stock | 17,500 | (4) | 0 | D | ||||
Restricted stock unit | (3) | 06/04/2011 | D | 20,000 | (3) | (3) | Comm stock | 20,000 | (3) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between the Company and Hancock Holding Company ("Hancock"). For each share of Company common stock, the reporting person received .418 of a share of Hancock common stock having a market value of $32.04 per share on the effective date of the merger. |
2. The stock options were assumed by Hancock in the merger. Each stock option was converted into the right to purchase .418 of a share of Hancock common stock, with a corresponding adjustment to the exercise price. |
3. The restricted stock units vest (become non-forfeitable) on the third anniversary of the grant date or earlier upon a change in control of the Company. Vested restricted stock units convert to shares of common stock on a 1-for-1 basis on the later of (i) within 30 days following the vesting date or (ii) the earliest permissible date such units may convert to shares of common stock as a result of the Company's receipt of financial assistance under the Department of the Treasury's Troubled Asset Relief Program. |
4. The restricted stock units were assumed by Hancock in the Merger. Each restricted stock unit was converted into the right to receive .418 of a share of Hancock common stock, payable within 60 days following the merger. |
Remarks: |
Patricia K. Loupe, Sr. Asst. Corporate Secretary of Whitney Holding Corporation and atty-in-fact | 06/07/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |