FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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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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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST BUSEY CORP /NV/ [ BUSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 12/31/2012 | A4 | 223 | A | $0 | 1,158,136(1) | D | ||||||||
Common Stock | 12/31/2012 | G | 131,743 | D | $0 | 0(2) | I | August C. Meyer, Jr. 2010 2YC GRAT | |||||||
Common Stock | 3 | 11,637(3) | I | By Grandchildren's Trusts | |||||||||||
Common Stock | 09/20/2007 | G5 | 11,784(4) | A | $0 | 23,421 | I | By Granchildren's Trusts | |||||||
Common Stock | 05/14/2009 | G5 | 183,546(5) | A | $0 | 206,967 | I | By Grandchildren's Trusts | |||||||
Common Stock | 03/04/2011 | C4 | 500,000(6) | A | $4.25 | 706,967 | I | By Grandchildren's Trusts |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Common Stock | $16 | 08/01/2007 | 03/18/2013 | Stock Option | 7,750 | 7,750 | D | |||||||
Common Stock | $19.74 | 08/01/2007 | 02/17/2014 | Stock Option | 7,750 | 7,750 | D | |||||||
Common Stock | $19.09 | 08/01/2007 | 02/15/2015 | Stock Option | 7,750 | 7,750 | D | |||||||
Common Stock | $17.12 | 05/01/2009 | 12/15/2015 | Stock Option | 7,500 | 7,500 | D | |||||||
Common Stock | $19.41 | 08/01/2007 | 02/21/2016 | Stock Option | 7,750 | 7,750 | D | |||||||
Common Stock | $19.35 | 08/01/2007 | 07/17/2017 | Stock Option | 4,650 | 4,650 | D | |||||||
Common Stock | $7.53 | 06/01/2010 | 06/30/2019 | Stock Option | 7,500 | 7,500 | D | |||||||
Common Stock | $4.49 | 06/01/2011 | 06/01/2020 | Stock Option | 7,500 | 7,500 | D | |||||||
Series B Convertible Preferred | (6) | 12/29/2010 | 4P | 21.25 | (6) | (6) | Common Stock | (6) | $100,000 | 21.25 | I | By Grandchildren's Trusts | ||
Series B Convertible Preferred | $4.25 | 03/04/2011 | 4C | 21.25 | (6) | (6) | Common Stock | 500,000 | $0 | 0 | I | By Grandchildren's Trusts |
Explanation of Responses: |
1. Includes 4,400 Restricted Stock Units and 369,674 shares of common stock previously reported as directly owned as well as 783,839 shares of common stock (the "GRAT shares") previously reported as indirectly owned in the August C. Meyer, Jr. 2010 3YC GRAT (the "GRAT") which on December 31, 2012, in accordance with the terms of the GRAT, the reporting person acquired direct ownership of in exchange for depositing in the GRAT cash equal to the fair market value of the GRAT shares. Also includes 223 shares of dividend equivalents accumulated on Restricted Stock Units not previously reported. |
2. On December 31, 2012, 131,743 shares of common stock indirectly owned by the reporting person as trustee of the August C. Meyer, Jr. 2010 2YC GRAT were distributed to the reporting person's adult child pursuant to the terms of such trust. |
3. Represents shares of common stock held as of August 10, 2007 (the date on which the reporting person's Form-3 was filed with the SEC) in various trusts for the benefit of the reporting person's grandchildren of which the reporting person serves as trustee (the "Grandchildren's Trusts"). |
4. Represents shares distributed to the Grandchildren's Trusts on September 20, 2007, pursuant to the terms of a grantor retained annuity trust established by the reporting person's adult child, with which trust the reporting person had no other relationship. |
5. Represents shares gifted to the Grandchildren's Trusts by the reporting person's adult child on May 14, 2009. |
6. On December 29, 2010, the Grandchildren's Trusts purchased an aggregate 21.25 shares of Series B Convertible Preferred Stock from the Company. The preferred stock was perpetual and had a liquidation preference of 100,000 per share. Pursuant to the terms of the preferred stock, on March 4, 2011, following the required stockholder approval, the preferred stock held by the Grandchildren's Trusts converted into an aggregate 500,000 shares of common stock at a conversion price of $4.25 per share. |
Remarks: |
/s/ August C. Meyer, Jr. | 02/14/2013 | |
** 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. |