Form 4: William Penn Bancorporation Director Glenn Davis Reports Disposition of Shares and Options Following Merger with Mid Penn Bancorp
SEC Form 4
Director Glenn Davis reports the disposition of William Penn Bancorporation shares and stock options due to the merger with Mid Penn Bancorp, where shares were converted into Mid Penn common stock.
Summary
- Glenn Davis, a director of William Penn Bancorporation, filed a Form 4 detailing changes in beneficial ownership following the merger between William Penn Bancorporation and Mid Penn Bancorp.
- The merger, effective April 30, 2025, resulted in the conversion of William Penn common stock into the right to receive 0.426 shares of Mid Penn common stock for each share of William Penn.
- Cash was paid in lieu of any fractional shares.
- Restricted stock awards (RSAs) of William Penn were assumed by Mid Penn and converted into time-based restricted stock awards of Mid Penn, with the number of shares adjusted based on the exchange ratio.
- William Penn stock options were also assumed and converted into Mid Penn stock options, with adjustments to the number of shares and exercise price based on the exchange ratio.
- The closing price of William Penn's common stock on April 30, 2025, was $12.32 per share, while Mid Penn's closing price was $29.05 per share.
Sentiment
Score: 6
Explanation: The document is a routine regulatory filing related to a merger. The sentiment is neutral as it simply reports facts without expressing positive or negative views.
Future Outlook
The document primarily reports on the completed merger transaction and its impact on the reporting person's holdings; no specific forward-looking statements are included beyond the mechanics of the merger agreement.
Industry Context
This announcement reflects the ongoing consolidation trend within the banking industry, where smaller institutions merge with larger ones to achieve economies of scale and expand their market presence.
Comparison to Industry Standards
- Mergers between regional banks are common, with exchange ratios and terms varying based on relative valuations and strategic considerations.
- The 0.426 exchange ratio appears within a typical range for bank mergers of this nature.
- Comparable transactions would include other recent mergers among community and regional banks, such as the merger of F.N.B. Corporation and Howard Bancorp, Inc.
Stakeholder Impact
- Shareholders of William Penn Bancorporation have their shares converted into Mid Penn Bancorp shares.
- Holders of William Penn RSAs and stock options have their awards and options converted into Mid Penn equivalents.
Key Dates
| Date | Description |
|---|---|
| 10/31/2024 | Date of the Agreement and Plan of Merger between William Penn Bancorporation and Mid Penn Bancorp, Inc. |
| 05/11/2023 | Commencement date for vesting of some stock awards and options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan. |
| 01/23/2025 | Commencement date for vesting of some stock awards and options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan. |
| 04/30/2025 | Effective date of the merger between William Penn Bancorporation and Mid Penn Bancorp; transaction date for the disposition of securities. |
| 05/01/2025 | Date of signature for the Form 4 filing. |
| 05/11/2032 | Expiration date for some stock options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan. |
| 01/23/2034 | Expiration date for some stock options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan. |
Keywords
Merger, William Penn Bancorporation, Mid Penn Bancorp, Form 4, Director, Glenn Davis, Stock Options, Restricted Stock Awards, Beneficial Ownership, Conversion Ratio
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