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Form 4 Spirit of Texas Bancshar For: Apr 08 Filed by: MORRIS STEVEN M

April 11, 2022 6:38 PM EDT
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
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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).
1. Name and Address of Reporting Person *
MORRIS STEVEN M

(Last) (First) (Middle)
801 CHERRY STREET
SUITE 3700, UNIT 19

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spirit of Texas Bancshares, Inc. [ STXB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 04/08/2022   D   145,000 D (1) 0 D  
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
Stock Options (right to buy) $ 13 04/08/2022   D     2,500 03/21/2018 03/21/2023 Common Stock 2,500 (2) 0 D  
Stock Options (right to buy) $ 13 04/08/2022   D     3,750 02/20/2019 02/20/2024 Common Stock 3,750 (3) 0 D  
Stock Options (right to buy) $ 16 04/08/2022   D     5,000 02/19/2020 02/19/2025 Common Stock 5,000 (4) 0 D  
Stock Options (right to buy) $ 15 04/08/2022   D     5,000 02/23/2022 02/23/2027 Common Stock 5,000 (5) 0 D  
Stock Options (right to buy) $ 21 04/08/2022   D     3,000 05/03/2023 05/03/2028 Common Stock 3,000 (6) 0 D  
Explanation of Responses:
1. Disposed of in connection the Agreement and Plan of Merger, dated November 18, 2021 (the "Merger Agreement"), by and between Simmons First National Corporation ("Simmons") and Spirit of Texas Bancshares, Inc. ("Issuer"), pursuant to which the Issuer was merged with and into Simmons, with Simmons surviving (the "Merger"). Pursuant to the Merger, each issued and outstanding shares of Issuer common stock and restricted stock units were converted into the right to receive 1.0016722 shares of Simmons common stock. The closing price of Simmons common stock on April 8, 2022, the effective date of the Merger, was $25.44. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
2. This option, which provided for vesting in five equal annual installments beginning 03/21/2018 was canceled in the Merger in exchange for a cash payment of $37,396.69, representing the difference between the exercise price of the option and the fully diluted per share value of the underlying STXB common stock on the effective date of the merger.
3. This option, which provided for vesting in five equal annual installments beginning 02/20/2019 was canceled in the Merger in exchange for a cash payment of $56,095.03, representing the difference between the exercise price of the option and the fully diluted per share value of the underlying STXB common stock on the effective date of the merger.
4. This option, which provided for vesting in five equal annual installments beginning 02/19/2020 was canceled in the Merger in exchange for a cash payment of $59,793.38, representing the difference between the exercise price of the option and the fully diluted per share value of the underlying STXB common stock on the effective date of the merger.
5. This option, which provided for vesting in five equal annual installments beginning 02/23/2022 was canceled in the Merger in exchange for a cash payment of $64,793.38,, representing the difference between the exercise price of the option and the fully diluted per share value of the underlying STXB common stock on the effective date of the merger.
6. This option, which provided for vesting in five equal annual installments beginning 05/23/2023 was canceled in the Merger in exchange for a cash payment of $20,876.03, representing the difference between the exercise price of the option and the fully diluted per share value of the underlying STXB common stock on the effective date of the merger.
/s/ By Michael L. Durham as Attorney-in-Fact for Steven M Morris 04/11/2022
** 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.
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