MICHAEL L. GAULT - 01 Jan 2023 Form 4 Insider Report for GRANDSOUTH BANCORPORATION (GRRB)

Role
Director
Signature
/s/ Nelson Mullins Riley & Scarborough LLP as POA for Michael L. Gault
Issuer symbol
GRRB
Transactions as of
01 Jan 2023
Transactions value $
$0
Form type
4
Filing time
04 Jan 2023, 14:07:15 UTC
Previous filing
14 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRRB Common Stock Disposed to Issuer -13,811 -100% 0 01 Jan 2023 Direct F1
transaction GRRB Common Stock Disposed to Issuer -59,751 -100% 0 01 Jan 2023 By Spouse F1
transaction GRRB Common Stock Disposed to Issuer -1,536 -100% 0 01 Jan 2023 By Self for Grandchildren 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 GRRB Preferred Stock - Series A Disposed to Issuer -1,536 -100% 0 01 Jan 2023 Common Stock 1,536 Direct F1, F2
transaction GRRB Preferred Stock - Series A Disposed to Issuer -2,145 -100% 0 01 Jan 2023 Common Stock 2,145 By Spouse F1, F2
transaction GRRB Options to Purchase Common Stock Disposed to Issuer -10,000 -100% 0 01 Jan 2023 Common Stock 10,000 $16.55 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Disposed of in accordance with the Agreement and Plan of Merger and Reorganization, dated as of June 21, 2022 (the "Merger Agreement"), by and between GrandSouth Bancorporation and First Bancorp, pursuant to which GrandSouth Bancorporation was merged with and into First Bancorp, effective January 1, 2023 (the "Merger"). On January 1, 2023, the effective date of the Merger, each issued and outstanding share of GrandSouth Bancorporation common stock and preferred stock was converted into the right to receive 0.91 shares of First Bancorp common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly, any shares of GrandSouth Bancorporation capital stock.
F2 The Series A Preferred Stock is convertible upon a Change of Control (as defined in the Articles of Amendment designating the Series A Preferred) into a number of shares of the issuers common stock on a one-for-one basis and has no expiration date.
F3 Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of First Bancorp common stock, as adjusted to reflect the exchange ratio of 0.91.
F4 Pursuant to an option agreement between the GrandSouth Bancorporation and the reporting person, upon a termination of service in connection with the Merger, the expiration date of such options will accelerate to three months from the termination date.