Sec Form 4 Filing - Maddox Mike @ FIRST BUSEY CORP /NV/ - 2025-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Maddox Mike
2. Issuer Name and Ticker or Trading Symbol
FIRST BUSEY CORP /NV/ [ BUSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
11440 TOMAHAWK CREEK PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2025
(Street)
LEAWOOD, KS66211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2025 A 120,383 ( 1 ) A $ 0 120,383 D
Common Stock 03/01/2025 A 16,302 ( 2 ) A $ 0 136,685 D
Common Stock 03/01/2025 A 30,770 ( 3 ) A $ 0 167,455 D
Series A Non-Cumulative Perpetual Preferred Stock 03/01/2025 A 50 ( 4 ) A $ 0 50 D
Common Stock 03/01/2025 A 4,739 ( 1 ) ( 5 ) A $ 0 4,739 I Spouse
Series A Non-Cumulative Perpetual Preferred Stock 03/01/2025 A 100 ( 4 ) ( 5 ) A $ 0 100 I Spouse
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Appreciation Right $ 14.01 03/01/2025 A 17,292 ( 6 ) 03/01/2025 06/01/2030 Common Stock 17,292 $ 0 17,292 D
Stock Appreciation Right $ 9.37 03/01/2025 A 38,142 ( 6 ) 03/01/2025 01/24/2028 Common Stock 38,142 $ 0 38,142 D
Stock Appreciation Right $ 21.35 03/01/2025 A 40,050 ( 6 ) 03/01/2025 07/26/2033 Common Stock 40,050 $ 0 40,050 D
Stock Appreciation Right $ 11.24 03/01/2025 A 15,257 ( 6 ) 03/01/2025 05/01/2028 Common Stock 15,257 $ 0 15,257 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maddox Mike
11440 TOMAHAWK CREEK PARKWAY
LEAWOOD, KS66211
X President
Signatures
/s/ Catherine Alqallaf, attorney-in-fact 03/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on August 26, 2024, between Issuer and CrossFirst Bankshares, Inc. ("CrossFirst"). Pursuant to the Merger Agreement, at the effective time of the merger, CrossFirst merged with and into Issuer with Issuer surviving the merger, and each share of common stock, par value $0.01 per share, of CrossFirst outstanding immediately prior to the effective time of the merger, other than certain excluded shares, was converted into the right to receive (a) 0.6675 shares of common stock, par value $0.001, of Issuer and (b) cash in lieu of fractional shares.
( 2 )Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst restricted stock unit subject to time based vesting conditions (each, a "CrossFirst RSU") was assumed and converted into a restricted stock unit award in respect of Issuer common stock, par value $0.001 (each, an "Issuer RSU"), subject to vesting, repurchase, or other lapse restriction with the same terms and conditions as were applicable under such CrossFirst RSU immediately prior to the effective time of the merger relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B) the number of shares of CrossFirst common stock subject to the CrossFirst RSUs immediately prior to the effective time of the merger, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock.
( 3 )Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst performance-based restricted stock unit award (each, a "CrossFirst PSU") was assumed and converted into an Issuer RSU, subject to the same terms and conditions (including service-based vesting terms but excluding performance-based vesting terms) as applied to the CrossFirst PSU immediately prior to the effective time of the merger, relating to the number of shares of Issuer common stock equal to the product of (A) 0.6675 shares of Issuer common stock, multiplied by (B)(i) for CrossFirst PSUs granted in 2023, actual performance and (ii) for CrossFirst PSUs granted in 2024, target performance, in each case, with any fractional shares rounded to the nearest whole share of Issuer common stock. Each Issuer RSU represents a contingent right to receive one share of Issuer common stock.
( 4 )Pursuant to the Merger Agreement, at the effective time of the merger, each issued and outstanding share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01, of CrossFirst was converted into the right to receive one share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.001, of Issuer.
( 5 )The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 6 )Pursuant to the Merger Agreement, at the effective time of the merger, each CrossFirst stock-settled stock appreciation right ("CrossFirst SAR") outstanding immediately prior to the effective time of the merger was converted into a stock appreciation right in respect of Issuer common stock par value $0.001, relating to the number of shares of Issuer common stock equal to the product of (A) the number of shares of CrossFirst common stock subject to such CrossFirst SAR immediately prior to the closing of the merger, multiplied by (B) 0.6675 shares of common stock, par value $0.001, of Issuer ("Exchange Ratio"), with any fractional shares rounded down to the nearest whole share of Issuer common stock, and at an exercise price per share equal to (i) the exercise price per share of the CrossFirst SAR immediately prior to the effective time of the merger, divided by (ii) the Exchange Ratio, rounded up t o the nearest whole cent.

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