SouthState Bank Corp — Director's Dealing 2020

Jun 12, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SOUTH STATE Corp (SSB)
CIK: 0000764038
Period of Report: 2020-06-07

Reporting Person: MATTHEWS WILLIAM E V (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28907.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Stock (3962.00)		Direct
Restricted Share Units	$		Common Stock (8545.00)		Direct

Footnotes

F1: Acquired in connection with the Agreement and Plan of Merger, dated as of January 25, 2020 (the "Merger Agreement"), by and between South State Corporation ("South State") and CenterState Bank Corporation, pursuant to which CenterState merged with and into South State (the "Merger") on June 7, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of CenterState common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by South State or CenterState) was converted into the right to receive 0.3001 shares (the "Exchange Ratio") of South State common stock. The closing price of South State common stock on NASDAQ on the Closing Date was $60.27.

F2: Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState performance-vesting restricted stock unit award ("PSU") was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState PSUs are subject only to time-vesting through the remainder of the originally scheduled performance period (or any later scheduled vesting date) and otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

F3: Pursuant to the Merger Agreement, at the Effective Time, each outstanding CenterState time-vesting restricted stock unit award ("RSU") was converted into a South State RSU, with the number of underlying shares of South State common stock adjusted based on the Exchange Ratio. The converted CenterState RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.