SEC FORM 4 SEC Form 4
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*
Tull William David

(Last) (First) (Middle)
C/O META FINANCIAL GROUP, INC.,
5501 SOUTH BROADBAND LANE

(Street)
SIOUX FALLS SD 57108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
META FINANCIAL GROUP INC [ CASH ]
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)
08/01/2018
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 08/01/2018 A 166,560(1)(7) A (1) 166,560 I See Footnote(1)
Common Stock 08/01/2018 A 166,560(2)(7) A (2) 166,560 I See Footnote(2)
Common Stock 08/01/2018 A 56,445(3)(7) A (3) 56,445 I See Footnote(3)
Common Stock 08/01/2018 A 4,759(4) A (4) 4,759 I By Crestmark ESOP(4)
Common Stock 08/01/2018 A 21,200(5) A $0.00 21,200 D
Common Stock 08/01/2018 A 542(6) A $0.00 21,742 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
Explanation of Responses:
1. Represents shares of common stock, $0.01 par value per share ("Meta Common Stock"), of Meta Financial Group, Inc. ("Meta") received by W. David Tull Revocable Trust dated 8/22/17 (the "DT Trust") in exchange for 62,853 shares of common stock, no par value per share ("Crestmark Common Stock"), of Crestmark Bancorp, Inc. ("Crestmark") pursuant to the merger of Crestmark with and into Meta, with Meta continuing as the surviving entity (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of January 9, 2018, among, Meta, MetaBank, Crestmark and Crestmark Bank. As of the effective time of the Merger on August 1, 2018 (the "Effective Time"), each share of Crestmark Common Stock automatically converted into the right to receive 2.65 shares of Meta Common Stock along with cash in lieu of any fractional share (the "Merger Consideration"). The reporting person serves as sole trustee and is co-beneficiary of the DT Trust.
2. Represents shares of Meta Common Stock received by Renee Tull Revocable Trust dated 8/22/17 (the "RT Trust") in exchange for 62,853 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person's wife is the trustee of the RT Trust, and the reporting person and the reporting person's wife are the co-beneficiaries of the RT Trust.
3. Represents shares of Meta Common Stock received by the Helen P. Tull 2018 Trust u/a/d 6/27/2018 (the "HPT Trust") in exchange for 21,300 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration. The reporting person serves as co-trustee of the HPT Trust.
4. Represents shares of Meta Common Stock received in exchange for 1,796 shares of Crestmark Common Stock held for the reporting person's account under the Crestmark Employee Stock Ownership Plan, which were acquired in exchange for shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.
5. Represents shares of Meta Common Stock received by the reporting person in exchange for 8,000 shares of Crestmark Common Stock pursuant to the Merger. As of the Effective Time, each share of Crestmark Common Stock automatically converted into the right to receive the Merger Consideration.
6. Award granted pursuant to the Company's 2002 Omnibus Incentive Plan.
7. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
Remarks:
/s/ William David Tull 08/02/2018
** 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).
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