NCOM / National Commerce Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NCOM / National Commerce Corporation FORM 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

NCOM / National Commerce Corporation FORM 15-12G

15-12G 1 ncom201904101512g.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36878, 000-55336 and 333-21068

NCOM / National Commerce Corporation FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

S-8 POS 1 ncom20190329fs8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on April 1, 2019 Registration No. 333-201208 Registration No. 333-207749 Registration No. 333-207751 Registration No. 333-215402 Registration No. 333-226026 Registration No. 333-226028 Registration No. 333-226029 Registration No. 333-226472 Registration No. 333-226473 Registration No. 333-226474 UNIT

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM S-8 POS

As filed with the Securities and Exchange Commission on April 1, 2019 Registration No.

NCOM / National Commerce Corporation FORM POS AM

POS AM 1 ncom20190329posam.htm FORM POS AM As filed with the Securities and Exchange Commission on April 1, 2019 Registration No. 333-210687 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaw

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File No.

Second Supplemental Indenture, by and among National Commerce Corporation, CenterState Bank Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, Paying Agent and Registrar

Exhibit 4.1 NATIONAL COMMERCE CORPORATION, CENTERSTATE BANK CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, Paying Agent and Registrar SECOND SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 (to be effective as of 12:01 a.m. Eastern Time on April 1, 2019) to INDENTURE Dated as of May 19, 2016 Assumption by CenterState Bank Corporation SECOND SUPPLEMENTAL INDENTURE (thi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File No.

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and Robert B. Aland

EX-10.49 8 ex136353.htm EXHIBIT 10.49 Exhibit 10.49 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and Robert B. Aland (the “Executive”) this 23rd day of Nove

NCOM / National Commerce Corporation FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2018 Commission file number: 001-36878 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of incorporation or organization) (I.

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and John R. Bragg

Exhibit 10.48 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and John R. Bragg (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date”). WHERE

Non-Competition Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce, CenterState Bank Corporation, CenterState Bank, N.A. and John H. Holcomb, III

Exhibit 10.43 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT dated as of November 23, 2018 (the “Agreement”) is made and entered into by and between National Commerce Corporation (“NCOM”), National Bank of Commerce (“NBC”) and CenterState Bank Corporation (“CenterState”) and CenterState Bank, N.A. (“CenterState Bank”) and John H. Holcomb, III (“Executive”). For purposes of this Agreement

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and John H. Holcomb, III

Exhibit 10.44 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and John H. Holcomb, III (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date”)

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and William E. Matthews, V

Exhibit 10.46 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and William E. Matthews, V (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and M. Davis Goodson, Jr.

Exhibit 10.47 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and M. Davis Goodson, Jr. (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date”

Agreement to Terminate Employment Agreement, dated November 23, 2018, by and between National Commerce Corporation, National Bank of Commerce and Richard Murray, IV

Exhibit 10.45 AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT THIS AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into by and between National Bank of Commerce, a national banking association (the “Bank”), National Commerce Corporation, a Delaware corporation (the “NCC”), and Richard Murray, IV (the “Executive”) this 23rd day of November, 2018 (the “Agreement Date”).

Subsidiaries of National Commerce Corporation

EXHIBIT 21.1 Subsidiaries of National Commerce Corporation Name of Subsidiary Jurisdiction of Organization National Bank of Commerce United States of America CBI Holding Company, LLC Delaware Corporate Billing, LLC Alabama CBI Real Estate Holdings, LLC Alabama National Commerce Risk Management, Inc. Alabama In addition to doing business as National Bank of Commerce, National Bank of Commerce does

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 21, 2019 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida 000-32017 59-3606741 (State or other jurisdiction of incorporation) (Commi

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2019 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida 000-32017 59-3606741 (State or other jurisdiction of incorporation) (Commi

Established in 2000 Ticker Symbol: CSFL (NASDAQ) Headquartered in Winter Haven, FL on the I-4 Corridor $12.3B in assets $8.3B in loans $9.5B in deposits 126 branches (1) Overview of Franchise Financial data as of December 31, 2018 (1)Branches as of 0

EX-99.1 2 csfl-ex9916.htm EX-99.1 4th Quarter 2018 Investor Presentation Exhibit 99.1 Forward Looking Statements Information in this presentation that are not statements of historical fact constitute forward-looking statements for which CenterState claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that

NCOM / National Commerce Corporation / MCWANE C PHILLIP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 mccp20190212sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* NATIONAL COMMERCE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 63546L102 (CUSI

JOINT FILING AGREEMENT

CUSIP No. 63546L102 13G Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of the common stock of National Commerce Corporation and further agree that this Joint Filing

NCOM / National Commerce Corporation / REGIONS FINANCIAL CORP - SC 13G/A Passive Investment

SC 13G/A 1 a2018ye13gancc.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* NATIONAL COMMERCE CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 63546L102 (CUSIP Number) DECEMBER 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate b

Materials for February 5, 2019 Client and Advisory Board Meeting Luncheon – Atlanta, Georgia

EX-99.1 2 ex133890.htm EXHIBIT 99.1 Exhibit 99.1

Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File N

Materials for February 5, 2019 Client and Advisory Board Meeting Luncheon – Atlanta, Georgia

EX-99.1 2 ex133890.htm EXHIBIT 99.1 Exhibit 99.1

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

425 1 ncom201902018k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

425 1 csfl-8k20190205.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 5, 2019 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida 000-32017 59-3606741 (State or other jurisdic

Forward Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “antic

ATLANTA MARKET MEDIA INFORMATION Forward Looking Statements Presentation - Our Pro Forma Company - Pro Forma Florida, Georgia and Alabama Footprint - Premier Southeast Franchise - Pro Forma Loan Composition - Pro Forma Deposit Composition Executive Profile History and Story Expanded Presence in Atlanta MSA Additional Information Exhibit 99.

NCOM / National Commerce Corporation DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

8-K 1 ncom201901248k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

425 1 ncom201901248k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

425 1 csfl-8k20190125.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 25, 2019 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida 000-32017 59-3606741 (State or other jurisdic

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File N

National Commerce Corporation Announces 2018 Fourth Quarter and Fiscal Year End Earnings

Exhibit 99.1 National Commerce Corporation Announces 2018 Fourth Quarter and Fiscal Year End Earnings BIRMINGHAM, AL (January 22, 2019) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (the “Company” or “NCC”), the parent company of National Bank of Commerce, today reported fourth quarter 2018 net income to common shareholders of $10.7 million, compared to $1.0 million for the fourt

National Commerce Corporation Announces 2018 Fourth Quarter and Fiscal Year End Earnings

Exhibit 99.1 National Commerce Corporation Announces 2018 Fourth Quarter and Fiscal Year End Earnings BIRMINGHAM, AL (January 22, 2019) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (the “Company” or “NCC”), the parent company of National Bank of Commerce, today reported fourth quarter 2018 net income to common shareholders of $10.7 million, compared to $1.0 million for the fourt

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

425 1 ncom201901208k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

CenterState Bank Corporation Announces Fourth Quarter 2018 Earnings Results (all amounts are in thousands, except per share data, or unless otherwise noted)

EX-99.1 2 csfl-ex9918.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE January 22, 2019 CenterState Bank Corporation Announces Fourth Quarter 2018 Earnings Results (all amounts are in thousands, except per share data, or unless otherwise noted) WINTER HAVEN, FL. – January 22, 2019 - CenterState Bank Corporation (Nasdaq: CSFL) (the “Company” or “CenterState”) reported net income of $50,651, or dilute

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

425 1 csfl-8k20190122.htm 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 22, 2019 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida 000-32017 59-3606741 (State or other jurisdiction of incorp

LANDMARK BANCSHARES, INC. AND SUBSIDIARY Unaudited Consolidated Balance Sheets

Exhibit 99.2 LANDMARK BANCSHARES, INC. AND SUBSIDIARY Unaudited Consolidated Balance Sheets June 30, 2018 December 31, 2017 Assets Cash and due from banks $ 11,416,486 9,628,507 Interest-bearing deposits with banks 20,691,263 14,923,662 Cash and cash equivalents 32,107,749 24,552,169 Investment securities available-for-sale 65,315,316 71,985,032 Other investments 2,319,900 2,273,600 Mortgage loans

Landmark Bancshares, Inc. and Subsidiary Consolidated Financial Statements December 31, 2017 and 2016 (with Independent Auditor’s Report thereon)

Exhibit 99.1 Landmark Bancshares, Inc. and Subsidiary Consolidated Financial Statements December 31, 2017 and 2016 (with Independent Auditor’s Report thereon) Independent Auditor’s Report To the Board of Directors and Stockholders Landmark Bancshares, Inc. and subsidiary Marietta, Georgia Report on the Financial Statements We have audited the accompanying consolidated financial statements of Landm

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Exhibit 99.3 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2018 and unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2018 and the year ended December 31, 2017 have been prepared to reflect the acquisition by NCC of Landmark through the merger of Lan

Financial Statements and Exhibits

8-K 1 ncom201901038k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other ju

Financial Statements and Exhibits

8-K 1 ncom201812188k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction o

Amendment Number One to 2016 Split-Dollar Agreement, dated December 13, 2018, by and between National Bank of Commerce and M. Davis Goodson, Jr.

Exhibit 10.2E AMENDMENT NUMBER ONE TO 2016 SPLIT-DOLLAR AGREEMENT This Amendment Number One to the 2016 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Michael D. Goodson, Jr., an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Pursuant to tha

Amendment No. 1 to Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and William E. Matthews V *

Exhibit 10.1C AMENDMENT NUMBER ONE TO SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Amendment Number One to the Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between William Matthews, V, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”).

Amendment Number One to 2016 Split-Dollar Agreement by and between National Bank of Commerce and William E. Matthews, dated December 13, 2018 *

EX-10.2C 9 ex131812.htm EXHIBIT 10.2C Exhibit 10.2C AMENDMENT NUMBER ONE TO 2016 SPLIT-DOLLAR AGREEMENT This Amendment Number One to the 2016 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between William Matthews, V, an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “B

Amendment Number One to 2018 Split-Dollar Agreement by and between National Bank of Commerce and Richard Murray IV, dated December 13, 2018 *

EX-10.2B 8 ex131811.htm EXHIBIT 10.2B Exhibit 10.2B AMENDMENT NUMBER ONE TO 2018 SPLIT-DOLLAR AGREEMENT This Amendment Number One to the 2018 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Richard Murray, IV, an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Ba

Amendment No. 1 to 2018 Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and William E. Matthews V *

Exhibit 10.1D AMENDMENT NUMBER ONE TO 2018 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Amendment Number One to the 2018 Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between William E. Matthews, V, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (

Amendment No. 1 to Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and Richard Murray IV *

Exhibit 10.1A AMENDMENT NUMBER ONE TO SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Amendment Number One to the Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Richard Murray, IV, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). R

Amendment Number One to Supplemental Executive Retirement Benefits Agreement, dated December 13, 2018, by and between National Bank of Commerce and M. Davis Goodson, Jr.

Exhibit 10.1E AMENDMENT NUMBER ONE TO SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Amendment Number One to the Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Michael D. Goodson, Jr., an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank

Amendment Number One to 2016 Split-Dollar Agreement by and between National Bank of Commerce and Richard Murray IV, dated December 13, 2018 *

Exhibit 10.2A AMENDMENT NUMBER ONE TO 2016 SPLIT-DOLLAR AGREEMENT This Amendment Number One to the 2016 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Richard Murray, IV, an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Pursuant to that cer

Amendment Number One to 2018 Split-Dollar Agreement by and between National Bank of Commerce and William E. Matthews V, dated December 13, 2018 *

EX-10.2D 10 ex131813.htm EXHIBIT 10.2D Exhibit 10.2D AMENDMENT NUMBER ONE TO 2018 SPLIT-DOLLAR AGREEMENT This Amendment Number One to the 2018 Split-Dollar Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between William E. Matthews, V, an individual (“Insured”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (th

Amendment No. 1 to 2018 Supplemental Executive Retirement Benefits Agreement dated December 13, 2018, by and between National Bank of Commerce and Richard Murray IV *

Exhibit 10.1B AMENDMENT NUMBER ONE TO 2018 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Amendment Number One to the 2018 Supplemental Benefits Agreement (this “Amendment”) is entered into as of the 13th day of December, 2018, by and between Richard Murray, IV, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the

NCOM / National Commerce Corporation FORM 425 (Prospectus)

425 1 ncom20181123b425.htm FORM 425 Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: National Commerce Corporation Filer’s Commission File Number: 001-36878 National Commerce Corporation Merger with CenterState Bank Corporation Frequently Asked Questions N

NCOM / National Commerce Corporation FORM 425 (Prospectus)

425 1 ncom20181123425.htm FORM 425 Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: National Commerce Corporation Filer’s Commission File Number: 001-36878 National Commerce Corporation Merger with CenterState Bank Corporation Telephone Message to Employee

Agreement and Plan of Merger, dated November 23, 2018, by and between National Commerce Corporation and CenterState Bank Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36878), filed on November 26, 2018)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerce Corporation, a Delaware corpo

CenterState Bank Corporation Announces Acquisition of National Commerce Corporation

Exhibit 99.1 FOR IMMEDIATE RELEASE CenterState Bank Corporation Announces Acquisition of National Commerce Corporation WINTER HAVEN, Fla. and BIRMINGHAM, Ala., November 26, 2018 /PRNewswire/ - CenterState Bank Corporation (Nasdaq-GS: CSFL) ("CenterState" or the "Company") and National Commerce Corporation (Nasdaq: NCOM) ("National Commerce"), jointly announced today the signing of a definitive agr

Presentation Materials for November 26, 2018 Conference Call/Webcast

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Co

Presentation Materials for November 26, 2018 Conference Call/Webcast

CenterState Bank Corporation Announces Acquisition of National Commerce Corporation

Exhibit 99.1 FOR IMMEDIATE RELEASE CenterState Bank Corporation Announces Acquisition of National Commerce Corporation WINTER HAVEN, Fla. and BIRMINGHAM, Ala., November 26, 2018 /PRNewswire/ - CenterState Bank Corporation (Nasdaq-GS: CSFL) ("CenterState" or the "Company") and National Commerce Corporation (Nasdaq: NCOM) ("National Commerce"), jointly announced today the signing of a definitive agr

Agreement and Plan of Merger, dated November 23, 2018, by and between National Commerce Corporation and CenterState Bank Corporation

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerce Corporation, a Delaware corpo

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

425 1 ncom201811238k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other

Employment Agreement, dated as of November 23, 2018, by and between CenterState Bank, N.A. and Richard Murray, IV

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this 23rd day of November 2018 but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Employment Date”), by and between CenterState Bank, N.A., a national banking association (the "Bank"), and Richard Murray, IV (the "Executive"). WHEREAS

CenterState Bank Corporation Announces Acquisition of National Commerce Corporation

EX-99.1 5 csfl-ex99193.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CenterState Bank Corporation Announces Acquisition of National Commerce Corporation WINTER HAVEN, Fla. and BIRMINGHAM, Ala., November 26, 2018 /PRNewswire/ - CenterState Bank Corporation (Nasdaq-GS: CSFL) ("CenterState" or the "Company") and National Commerce Corporation (Nasdaq: NCOM) ("National Commerce"), jointly announced to

CSFL / Centerstate Banks, Inc. 8-K (Prospectus)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2018 CENTERSTATE BANK CORPORATION (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-32017 (Commission file number) 59-36

Employment Agreement, dated as of November 23, 2018, by and between CenterState Bank, N.A. and William E. Matthews, V

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this 23rd day of November 2018 but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Employment Date”), by and between CenterState Bank, N.A., a national banking association (the "Bank"), and William E. Matthews, V (the "Executive"). WHE

Forward Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “antic

Merger with National Commerce Corporation November 26, 2018 Exhibit 99.2 Forward Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue”

Agreement and Plan of Merger, dated as of November 23, 2018, by and between CenterState Bank Corporation and National Commerce Corporation

EX-2.1 2 csfl-ex218.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerc

NCOM / National Commerce Corporation FORM 10-Q/A (Quarterly Report)

10-Q/A 1 ncom2018110810qa.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

Split-Dollar Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and John R. Bragg

Exhibit 10.9 SPLIT-DOLLAR AGREEMENT This SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2016, by and between John R. Bragg, an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”). RECITALS A. The Insured is currently an executive officer of the Bank and pro

NCOM / National Commerce Corporation FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No.

Supplemental Executive Retirement Benefits Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and Michael D. Goodson, Jr.

Exhibit 10.10 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 1st day of January, 2016, by and between Michael D. Goodson, Jr. an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Executive is a v

Executive Employment Agreement, dated December 21, 2017, by and between National Bank of Commerce and Robert B. Aland

Exhibit 10.5 EXECUTIVE Employment AGREEMENT (Robert B. Aland) THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between Robert B. Aland (“Executive”) and NATIONAL BANK OF COMMERCE, a national banking association (“NBC” or the “Bank”). RECITALS WHEREAS, Executive currently serves as the Executive Vice President and

Form of CenterState Warrant (warrant of FirstAtlantic Financial Holdings, Inc. (“FA”) assumed by NCOM by merger of FA with and into NCOM on January 1, 2018, and assumed by CenterState by merger of NCOM with and into CenterState on April 1, 2019) (Incorporated by reference to Exhibit 4.2 to NCOM’s Form 10-Q, filed on November 9, 2018).

Exhibit 4.2 WARRANT TO PURCHASE COMMON STOCK THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPT

Supplemental Executive Retirement Benefits Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and Robert B. Aland

Exhibit 10.6 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 1st day of January, 2016, by and between Robert B. Aland an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Executive is a valued emp

Supplemental Executive Retirement Benefits Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and John R. Bragg

Exhibit 10.8 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 1st day of January, 2016, by and between John R. Bragg an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Executive is a valued emplo

NCOM / National Commerce Corporation FORM 10-Q (Quarterly Report)

10-Q 1 ncom2018093010q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

Split-Dollar Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and Robert B. Aland

Exhibit 10.7 SPLIT-DOLLAR AGREEMENT This SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2016, by and between Robert B. Aland, an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”). RECITALS A. The Insured is currently an executive officer of the Bank and p

Split-Dollar Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and Michael D. Goodson, Jr.

EX-10.11 10 ex128843.htm EXHIBIT 10.11 Exhibit 10.11 SPLIT-DOLLAR AGREEMENT This SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2016, by and between Michael D. Goodson, Jr., an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”). RECITALS A. The Insured is

Form of Landmark Bancshares, Inc. 6.50% Fixed to Floating Subordinated Note due June 30, 2027

EX-4.1 2 ex128618.htm EXHIBIT 4.1 Exhibit 4.1 SUBORDINATED NOTE LANDMARK BANCSHARES, INC. 6.50% FIXED TO FLOATING SUBORDINATED NOTE DUE JUNE 30, 2027 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 OF THIS SUBORDINATED NOTE) OF LANDMARK BANCSHARES, INC. (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ncom201810228k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

National Commerce Corporation Announces Third Quarter 2018 Earnings

Exhibit 99.1 National Commerce Corporation Announces Third Quarter 2018 Earnings BIRMINGHAM, AL (October 23, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported third quarter 2018 net income to common shareholders of $12.0 million, compared to $6.7 million for the third quarter of 20

2018 Supplemental Executive Retirement Benefits Agreement dated September 12, 2018, by and between National Bank of Commerce and William E. Matthews V *

Exhibit 10.1B 2018 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This 2018 Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 12th day of September, 2018, by and between William E. Matthews, V, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Exe

2018 Split-Dollar Agreement, entered into and effective as of September 12, 2018, by and between National Bank of Commerce and William E. Matthews, V (incorporated by reference to Exhibit 10.2B to the Current Report on Form 8-K (File No. 001-36878), filed on September 17, 2018)

Exhibit 10.2B 2018 SPLIT-DOLLAR AGREEMENT This 2018 SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 12th day of September, 2018, by and between William E. Matthews, V, an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”). RECITALS A. The Insured is currently an executive offi

2018 Supplemental Executive Retirement Benefits Agreement dated September 12, 2018, by and between National Bank of Commerce and Richard Murray IV *

Exhibit 10.1A 2018 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT This 2018 Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is made effective as of the 12th day of September, 2018, by and between Richard Murray, IV, an individual (“Executive”) and National Bank of Commerce, a national banking association located in Birmingham, Alabama (the “Bank”). RECITALS A. Executi

Financial Statements and Exhibits

8-K 1 ncom201809148k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction

2018 Split-Dollar Agreement dated September 12, 2018, by and between National Bank of Commerce and Richard Murray IV *

Exhibit 10.2A 2018 SPLIT-DOLLAR AGREEMENT This 2018 SPLIT-DOLLAR AGREEMENT (this “Agreement”) is made and entered into effective as of the 12th day of September, 2018, by and between Richard Murray, IV, an individual resident of the State of Alabama (the “Insured”) and National Bank of Commerce, a national banking association (the “Bank”). RECITALS A. The Insured is currently an executive officer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 ncom201808278k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

National Commerce Corporation Announces Executive Changes Pursuant to its Management Succession Plan

EX-99.1 2 ex122913.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Executive Changes Pursuant to its Management Succession Plan BIRMINGHAM, AL (August 28, 2018) – National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, announced today the continu

NCOM / National Commerce Corporation FORM 10-Q (Quarterly Report)

10-Q 1 ncom2018063010q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

NCOM / National Commerce Corporation FORM S-8

S-8 1 ncom20180724s8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 1, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of

NCOM / National Commerce Corporation FORM S-8

As filed with the Securities and Exchange Commission on August 1, 2018 Registration No.

NCOM / National Commerce Corporation FORM S-8

S-8 1 ncom20180724bs8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 1, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction o

National Commerce Corporation Announces Closing of Merger with Landmark Bancshares, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Closing of Merger with Landmark Bancshares, Inc. BIRMINGHAM, AL (August 1, 2018) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, announced today the completion of the merger of Landmark Bancshares, Inc. (“Landmark”), the p

NCOM / National Commerce Corporation FORM 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ncom201807288k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other juri

Slide presentation that National Commerce Corporation will make available to shareholders, analysts, investors and investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending September 30, 2018, or until an updated presentation is furnished.

Exhibit 99.1

National Commerce Corporation Announces Second Quarter 2018 Earnings

Exhibit 99.1 National Commerce Corporation Announces Second Quarter 2018 Earnings BIRMINGHAM, AL (July 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported second quarter 2018 net income to common shareholders of $10.7 million, compared to $6.4 million for the second quarter of 20

NCOM / National Commerce Corporation FORM 8-K (Current Report)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File No.)

NCOM / National Commerce Corporation FORM S-8

S-8 1 ncom20180621cs8.htm FORM S-8 As filed with the Securities and Exchange Commission on July 2, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of

NCOM / National Commerce Corporation FORM S-8

S-8 1 ncom20180621bs8.htm FORM S-8 As filed with the Securities and Exchange Commission on July 2, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of

NCOM / National Commerce Corporation FORM S-8

S-8 1 ncom20180621s8.htm FORM S-8 As filed with the Securities and Exchange Commission on July 2, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of i

National Commerce Corporation Announces Closing of Premier Community Bank of Florida Merger

Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Closing of Premier Community Bank of Florida Merger BIRMINGHAM, AL (July 1, 2018) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, announced today the completion of the merger of Premier Community Bank of Florida (“Premier”

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commiss

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commis

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commis

PROSPECTUS OF NATIONAL COMMERCE CORPORATION

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-225524 PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF LANDMARK BANCSHARES, INC. MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT The boards of directors of Landmark Bancshares, Inc. (“Landmark”) and National Commerce Corporation (“NCC”) have each unanimously approved a transaction that will result in the merger of

Consent of Sandler O’Neill & Partners, L.P.

Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Landmark Bancshares, Inc. (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with National Commerce Corporation contained in the Registration Statement on Form S-4, as amended by Amendment No. 1,

NCOM / National Commerce Corporation FORM S-4/A

Table of Contents As filed with the Securities and Exchange Commission on June 20, 2018 Registration No.

Form of Nonqualified Stock Option Award under the Landmark Bancshares, Inc. 2007 Stock Incentive Plan

Exhibit 10.2C Form of Option Award for Directors NONQUALIFIED STOCK OPTION AWARD PURSUANT TO THE MIDTOWN BANK & TRUST COMPANY 2007 STOCK INCENTIVE PLAN THIS NONQUALIFIED STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between MIDTOWN BANK & TRUST COMPANY (the “Bank”), a bank organized under the laws of the state of Georgia, and (the “Participant”). Upon and subject to the Term

Form of Proxy Card of Landmark Bancshares, Inc.

Exhibit 99.1 REVOCABLE PROXY LANDMARK BANCSHARES, INC. REVOCABLE PROXY BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 26, 2018 The undersigned hereby appoints R. Stanley Kryder and Terrence Y. DeWitt, or either of them, each with full power of substitution, as Proxies to vote all shares of the $5.00 par value common stock of Landmark Bancshare

NCOM / National Commerce Corporation CORRESP

June 20, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NCOM / National Commerce Corporation FORM 425 (Prospectus)

Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Premier Community Bank of Florida Commission File No.

First Amendment to the First Landmark Bank 2015 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4a to the National Commerce Corporation Form S-4 Registration Statement (333-225524), dated June 8, 2018) *

EX-10.4A 12 ex115754.htm EXHIBIT 10.4A Exhibit 10.4A FIRST AMENDMENT TO THE FIRST LANDMARK BANK 2015 LONG-TERM INCENTIVE PLAN THIS FIRST AMENDMENT is made as of July 1, 2015 by Landmark Bancshares, Inc., a bank holding company organized under the laws of the State of Georgia (the “Company”), and First Landmark Bank, a state bank organized under the laws of the State of Georgia (the “Bank”). WHEREA

First Amendment to the Landmark Bancshares, Inc. 2007 Stock Incentive Plan

Exhibit 10.2A FIRST AMENDMENT TO THE MIDTOWN BANK & TRUST COMPANY 2007 STOCK INCENTIVE PLAN THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank and Midtown Bank & Trust Company. WHEREAS, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) by and between First Landmark Bank (“First Landmark”) a

Form of Stock Option Agreement under the Landmark Bancshares, Inc. 2007 Stock Option Plan

Exhibit 10.3B LANDMARK BANCSHARES, INC. FIRST LANDMARK BANK 2007 STOCK OPTION PLAN STOCK OPTION AGREEMENT WITH [ENTER NAME] THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into effective as of the day of , 201, by and between LANDMARK BANCSHARES, INC. (the “Bank”) and [ENTER NAME], a resident of the State of Georgia (the “Optionee”) and an employee of the Bank. This Option

Form of Incentive Stock Option Award under the Landmark Bancshares, Inc. 2007 Stock Incentive Plan

EX-10.2B 7 ex115768.htm EXHIBIT 10.2B Exhibit 10.2B INCENTIVE STOCK OPTION AWARD PURSUANT TO THE MIDTOWN BANK & TRUST COMPANY 2007 STOCK INCENTIVE PLAN THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between MIDTOWN BANK & TRUST COMPANY (the “Bank”), a bank organized under the laws of the state of Georgia, and (the “Participant”). Upon and subject to the Terms a

Landmark Bancshares, Inc. 2015 Long-Term Incentive Plan

EX-10.4 11 ex115753.htm EXHIBIT 10.4 Exhibit 10.4 FIRST LANDMARK BANK 2015 LONG-TERM INCENTIVE PLAN FIRST LANDMARK BANK 2015 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Definitions 1 SECTION 2 THE LONG-TERM INCENTIVE PLAN 5 2.1 Purpose of the Plan 5 2.2 Stock Subject to the Plan 5 2.3 Administration of the Plan 6 2.4 Eligibility and Limits 6 SECTION 3 TERMS OF AWAR

Form of Incentive Stock Option Award under the Landmark Bancshares, Inc. 2015 Long-Term Incentive Plan

EX-10.4B 13 ex115769.htm EXHIBIT 10.4B Exhibit 10.4B INCENTIVE STOCK OPTION AWARD PURSUANT TO THE LANDMARK BANCSHARES, INC. 2015 LONG-TERM INCENTIVE PLAN THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between LANDMARK BANCSHARES, INC. (the “Company”), a bank holding company organized under the laws of the State of Georgia, and (the “Participant”). Upon and subj

Form of Shareholder Voting Agreement, by and between National Commerce Corporation and each director and executive officer of Landmark

EX-10.1 4 ex115747.htm EXHIBIT 10.1 Exhibit 10.1 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 24th day of April, 2018, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein). WHEREAS, as of the date hereof, Shareholder is entitled to v

Rule 438 Consent of William D. Smith, Jr.

EX-99.2 17 ex115757.htm EXHIBIT 99.2 Exhibit 99.2 RULE 438 CONSENT In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I will become a director of National Commerce Corporation (“NCC”) after consummation of the merger of Landmark Bancshares, Inc. with and into NCC, and am so designated in the Registration Statement on Form S-4, and all amendments and supplements t

Consent of Sandler O’Neill & Partners, L.P.

EX-99.3 18 ex115758.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Landmark Bancshares, Inc. (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with National Commerce Corporation contained in the Registration Statement on Form

Landmark Bancshares, Inc. 2007 Stock Incentive Plan

EX-10.2 5 ex115748.htm EXHIBIT 10.2 Exhibit 10.2 MIDTOWN BANK & TRUST COMPANY 2007 STOCK INCENTIVE PLAN MIDTOWN BANK & TRUST COMPANY 2007 STOCK INCENTIVE PLAN TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Definitions 1 SECTION 2 THE STOCK INCENTIVE PLAN 4 2.1 Purpose of the Plan 4 2.2 Stock Subject to the Plan 4 2.3 Administration of the Plan 4 2.4 Eligibility and Limits 5 SECTION 3 TERMS OF

First Amendment to the First Landmark Bank 2007 Stock Option Plan (Incorporated by reference to Exhibit 10.3a to the National Commerce Corporation Form S-4 Registration Statement (333-225524), dated June 8, 2018) *

EX-10.3A 9 ex115751.htm EXHIBIT 10.3A Exhibit 10.3A FIRST AMENDMENT TO THE FIRST LANDMARK BANK 2007 STOCK OPTION PLAN THIS FIRST AMENDMENT is made as of July 1, 2015, by Landmark Bancshares, Inc. (the “Company”), as successor to First Landmark Bank (“First Landmark”). WHEREAS, pursuant to that certain Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) between the First Landmark

Form of Proxy Card of Landmark Bancshares, Inc.

EX-99.1 16 ex115756.htm EXHIBIT 99.1 Exhibit 99.1 REVOCABLE PROXY LANDMARK BANCSHARES, INC. REVOCABLE PROXY BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], 2018 The undersigned hereby appoints R. Stanley Kryder and Terrence Y. DeWitt, or either of them, each with full power of substitution, as Proxies to vote all shares of the $5.00 par value c

Landmark Bancshares, Inc. 2007 Stock Option Plan

EX-10.3 8 ex115931.htm EXHIBIT 10.3 Exhibit 10.3 FIRST LANDMARK BANK STOCK OPTION PLAN Approved by the Shareholders of First Landmark Bank at the Annual Meeting held May 22, 2008 FIRST LANDMARK BANK 2007 STOCK OPTION PLAN 1. DEFINITIONS a. “Bank” – FIRST LANDMARK BANK b. “Code” - Internal Revenue Code of 1986, as amended. c. “Committee” - the Compensation Committee of the Board of Directors. d. “C

Power of Attorney (included on the signature page of this Registration Statement on Form S-4)

Table of Contents As filed with the Securities and Exchange Commission on June 8, 2018 Registration No.

Submission of Matters to a Vote of Security Holders

8-K 1 ncom201805228k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other juris

PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF PREMIER COMMUNITY BANK OF FLORIDA MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

424B3 1 ncom20180521424b3.htm FORM 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-224820 PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF PREMIER COMMUNITY BANK OF FLORIDA MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT The boards of directors of Premier Community Bank of Florida (“PCB”), National Commerce Corporation (“NCC”) and National Bank of Commerce

Consent of Hovde Group, LLC

Exhibit 99.2 CONSENT OF HOVDE GROUP, LLC We hereby consent to the inclusion of our opinion letter, dated March 20, 2018, to the Board of Directors of Premier Community Bank of Florida as Appendix C to the Proxy Statement/Prospectus, which forms a part of the Registration Statement on Form S-4 of National Commerce Corporation, as amended by Amendment No. 1, and to the references to our name and to

Form of Proxy Card of PCB

Exhibit 99.1 REVOCABLE PROXY PREMIER COMMUNITY BANK OF FLORIDA 900 53rd Avenue East Bradenton, Florida 34203 This Proxy is solicited on behalf of the Board of Directors of Premier Community Bank of Florida, a Florida banking corporation (the “Bank”), for use at the Annual Meeting of Shareholders of the Bank to be held on June 26, 2018, at 9:00 a.m. local time, and at any postponements or adjournme

NCOM / National Commerce Corporation FORM S-4/A

S-4/A 1 ncom20180517s4a.htm FORM S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 18, 2018 Registration No. 333-224820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delawar

NCOM / National Commerce Corporation CORRESP

May 18, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Stock Option (Outside Directors) under the 1st Manatee Bank 2015 Stock Option Plan

EX-10.3C 10 ex112292.htm EXHIBIT 10.3C Exhibit 10.3C OUTSIDE DIRECTOR STOCK OPTION Granted by 1ST MANATEE BANK under the 1ST MANATEE BANK 2015 STOCK OPTION PLAN This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2015 Stock Option Plan (the “Plan”) of 1st Manatee Bank (the “Bank”) which are incorporated herein by reference and mad

Power of Attorney (included on the signature page of this Registration Statement on Form S-4)

S-4 1 ncom20180502s4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on May 10, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 6021 20-8627710 (State or ot

Amendment No. 1 to Premier Community Bank of Florida 2017 Stock Option Plan

EX-10.4A 12 ex112294.htm EXHIBIT 10.4A Exhibit 10.4A AMENDMENT NO. 1 TO PREMIER COMMUNITY BANK OF FLORIDA 2017 STOCK OPTION PLAN THIS AMENDMENT NO. 1 TO THE PREMIER COMMUNITY BANK OF FLORIDA 2017 STOCK OPTION PLAN (the “Amendment”) is made effective as of March 20, 2018. BACKGROUND Premier Community Bank of Florida (the “Bank”) has a 2017 Stock Option Plan (the “Plan”). The Bank is entering into a

Form of Shareholder Voting Agreement, by and between National Commerce Corporation and each director and certain officers of PCB

Exhibit 10.1 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 20th day of March, 2018, by and between National Commerce Corporation, a Delaware corporation (“NCC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein). WHEREAS, as of the date hereof, Shareholder “beneficially owns” (as such term is defined in Rule

Form of Stock Option (Employees) under the 1st Manatee Bank 2015 Stock Option Plan

EX-10.3B 9 ex112291.htm EXHIBIT 10.3B Exhibit 10.3B STOCK OPTION Granted by 1ST MANATEE BANK under the 1ST MANATEE BANK 2015 STOCK OPTION PLAN This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Stock Option Plan (the “Plan”) of 1st Manatee Bank (the “Bank”) which are incorporated herein by reference and made a part hereof, su

Form of Directors’ Stock Option Agreement under the 1st Manatee Bank 2017 Stock Option Plan

EX-10.4C 14 ex112296.htm EXHIBIT 10.4C Exhibit 10.4C PREMIER COMMUNITY BANK OF FLORIDA DIRECTORS’ STOCK OPTION AGREEMENT THIS AGREEMENT (hereinafter “Agreement”) is entered into effective as of the day of , 2017 (the “Grant Date”), by and between Premier Community Bank of Florida, a Florida banking corporation (hereinafter “Bank”), and , currently serving as a director of the Bank (the “Bank”) (he

1st Manatee Bank 2017 Stock Option Plan

EX-10.4 11 ex112293.htm EXHIBIT 10.4 Exhibit 10.4 1ST MANATEE BANK 2017 Stock Option Plan SECTION 1. BACKGROUND AND PURPOSE The name of this Plan is the 1st Manatee Bank 2017 Stock Option Plan. The purpose of this Plan is to promote the interests of the Bank through grants to Employees and Directors of Options to purchase Stock, in order to continue (1) to attract and retain Employees and Director

Form of Proxy Card of PCB

EX-99.1 16 ex112298.htm EXHIBIT 99.1 Exhibit 99.1 REVOCABLE PROXY PREMIER COMMUNITY BANK OF FLORIDA 900 53rd Avenue East Bradenton, Florida 34203 This Proxy is solicited on behalf of the Board of Directors of Premier Community Bank of Florida, a Florida banking corporation (the “Bank”), for use at the Annual Meeting of Shareholders of the Bank to be held on [●], at [●], and at any postponements or

Amendment No. 1 to Premier Community Bank of Florida 2015 Stock Option Plan

EX-10.3A 8 ex112290.htm EXHIBIT 10.3A Exhibit 10.3A AMENDMENT NO. 1 TO PREMIER COMMUNITY BANK OF FLORIDA 2015 STOCK OPTION PLAN THIS AMENDMENT NO. 1 TO THE PREMIER COMMUNITY BANK OF FLORIDA 2015 STOCK OPTION PLAN (the “Amendment”) is made effective as of March 20, 2018. BACKGROUND Premier Community Bank of Florida (the “Bank”) has a 2015 Stock Option Plan (the “Plan”). The Bank is entering into an

1st Manatee Bank 2015 Stock Option Plan

EX-10.3 7 ex112289.htm EXHIBIT 10.3 Exhibit 10.3 1st MANATEE BANK 2015 STOCK OPTION PLAN Article 1 - GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this 1st Manatee Bank 2015 Stock Option Plan (the “Plan”) is to promote the long-term financial success of 1st Manatee Bank, a Florida-chartered bank (the “Bank”), and its Affiliates, by providing a means to attract, retain and re

Form of Stock Option Agreement under the 1st Manatee Bank Amended and Restated Incentive Stock Option Plan

Exhibit 10.2A 1ST MANATEE BANK STOCK OPTION AGREEMENT Section 1. Grant. A STOCK OPTION (the “Option”) for a total of shares of Common Stock of 1ST MANATEE BANK, a Florida banking corporation (herein the “Bank”) is hereby granted to (herein the “Optionee”), subject in all respects to the terms and provisions of the 1ST Manatee Bank Amended and Restated Incentive Stock Option Plan (herein the “Plan”

Consent of Hovde Group, LLC

EX-99.2 17 ex112299.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF HOVDE GROUP, LLC We hereby consent to the inclusion of our opinion letter, dated March 20, 2018, to the Board of Directors of Premier Community Bank of Florida as Appendix C to the Proxy Statement/Prospectus, which forms a part of the Registration Statement on Form S-4 of National Commerce Corporation, and to the references to our name a

Form of Officers’ and Employees’ Stock Option Agreement under the 1st Manatee Bank 2017 Stock Option Plan

EX-10.4B 13 ex112295.htm EXHIBIT 10.4B Exhibit 10.4B PREMIER COMMUNITY BANK OF FLORIDA OFFICERS’ AND EMPLOYEES’ STOCK OPTION AGREEMENT THIS AGREEMENT (hereinafter “Agreement”) is entered into effective as of the day of , 2017 (the “Grant Date”), by and between Premier Community Bank of Florida, a Florida banking corporation (hereinafter “Bank”), and , currently serving as an officer or employee of

1st Manatee Bank Amended and Restated Incentive Stock Option Plan

EX-10.2 5 ex112287.htm EXHIBIT 10.2 Exhibit 10.2 1ST MANATEE BANK AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN Section 1. Purpose and Scope The purposes of this Plan are to encourage stock ownership by key management employees of 1st Manatee Bank (herein called the “Bank”) to provide an incentive for such employees to expand and improve the profits and prosperity of the Bank, and to assist the

NCOM / National Commerce Corporation FORM 10-Q (Quarterly Report)

10-Q 1 ncom2018033110q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Slide presentation that National Commerce Corporation will make available to shareholders, analysts, investors and investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending June 30, 2018, or until an updated presentation is furnished.

Exhibit 99.1

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commi

Landmark Bancshares, Inc. Enters into Definitive Agreement to Join National Commerce Corporation

Exhibit 99.2 FOR IMMEDIATE RELEASE Landmark Bancshares, Inc. Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and MARIETTA, GA (April 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and Landmark Bancshares, Inc. (“Landmark”), the par

National Commerce Corporation Announces First Quarter 2018 Earnings

Exhibit 99.1 National Commerce Corporation Announces First Quarter 2018 Earnings BIRMINGHAM, AL (April 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported first quarter 2018 net income to common shareholders of $9.1 million, compared to $5.9 million for the first quarter of 2017.

Agreement and Plan of Merger, dated April 24, 2018, by and between National Commerce Corporation and Landmark Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36878), filed with the Securities and Exchange Commission on April 24, 2018)

EX-2.1 2 ex110999.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) and LANDMARK BANCSHARES, INC. (a Georgia corporation) Dated as of April 24, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 24, 2018, by and between National Commerce Corporation

Presentation Materials for April 25, 2018 Conference Call/Webcast

EX-99.3 5 ex111002.htm EXHIBIT 99.3 Exhibit 99.3

Presentation Materials for April 25, 2018 Conference Call/Webcast

Exhibit 99.3

Landmark Bancshares, Inc. Enters into Definitive Agreement to Join National Commerce Corporation

Exhibit 99.2 FOR IMMEDIATE RELEASE Landmark Bancshares, Inc. Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and MARIETTA, GA (April 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and Landmark Bancshares, Inc. (“Landmark”), the par

National Commerce Corporation Announces First Quarter 2018 Earnings

Exhibit 99.1 National Commerce Corporation Announces First Quarter 2018 Earnings BIRMINGHAM, AL (April 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported first quarter 2018 net income to common shareholders of $9.1 million, compared to $5.9 million for the first quarter of 2017.

Agreement and Plan of Merger, dated April 24, 2018, by and between National Commerce Corporation and Landmark Bancshares, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) and LANDMARK BANCSHARES, INC. (a Georgia corporation) Dated as of April 24, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 24, 2018, by and between National Commerce Corporation (“NCC”), a corporation organized a

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commi

NCOM / National Commerce Corporation FORM DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S

Presentation Materials for March 21, 2018 Conference Call/Webcast

EX-99.2 4 ex108376.htm EXHIBIT 99.2 Exhibit 99.2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 ncom201803198k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jur

Agreement and Plan of Merger, dated March 20, 2018, by and among National Commerce Corporation, National Bank of Commerce and Premier Community Bank of Florida (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36878), filed with the Securities and Exchange Commission on March 21, 2018)

EX-2.1 2 ex108374.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NATIONAL COMMERCE CORPORATION (a Delaware corporation) NATIONAL BANK OF COMMERCE (a national banking association) and PREMIER COMMUNITY BANK OF FLORIDA (a Florida banking corporation) Dated as of March 20, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered

Premier Community Bank of Florida

EX-99.1 3 ex108375.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Premier Community Bank of Florida Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and BRADENTON, FL (March 20, 2018) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and Pr

Agreement and Plan of Merger, dated March 20, 2018, by and among National Commerce Corporation, National Bank of Commerce and Premier Community Bank of Florida

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NATIONAL COMMERCE CORPORATION (a Delaware corporation) NATIONAL BANK OF COMMERCE (a national banking association) and PREMIER COMMUNITY BANK OF FLORIDA (a Florida banking corporation) Dated as of March 20, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 20, 2018, by and

Premier Community Bank of Florida

Exhibit 99.1 FOR IMMEDIATE RELEASE Premier Community Bank of Florida Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and BRADENTON, FL (March 20, 2018) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and Premier Community Bank of Florida (“Pr

NCOM / National Commerce Corporation FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commi

Presentation Materials for March 21, 2018 Conference Call/Webcast

Exhibit 99.2

Executive Employment Agreement, dated December 21, 2017, by and among National Commerce Corporation, National Bank of Commerce and M. Davis Goodson, Jr. (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36878), filed on March 9, 2018)

EX-10.12 3 ex106607.htm EXHIBIT 10.12 Exhibit 10.12 EXECUTIVE Employment AGREEMENT (M. Davis Goodson, Jr.) THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between M. Davis Goodson, Jr. (“Executive”) and NATIONAL BANK OF COMMERCE, a national banking association (“NBC” or the “Bank”). RECITALS WHEREAS, Executive cu

Executive Employment Agreement, dated December 21, 2017, by and among National Commerce Corporation, National Bank of Commerce and John R. Bragg

Exhibit 10.11 EXECUTIVE Employment AGREEMENT (John R. Bragg) THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and among John R. Bragg (“Executive”), NATIONAL COMMERCE CORPORATION, a Delaware corporation (“NCC”), and NATIONAL BANK OF COMMERCE, a national banking association (“NBC”). NCC and NBC are collectively referre

Subsidiaries of National Commerce Corporation (incorporated herein by reference to Exhibit 21.1 to NCC’s Annual Report on Form 10-K (File No. 001-36878), filed on March 9, 2018)

EX-21.1 4 ex106289.htm EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of National Commerce Corporation Name of Subsidiary Jurisdiction of Organization National Bank of Commerce United States of America CBI Holding Company, LLC Delaware Corporate Billing, LLC Alabama CBI Real Estate Holdings, LLC Alabama National Commerce Risk Management, Inc. Alabama

NCOM / National Commerce Corporation FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2017 Commission file number: 001-36878 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8627710 (State or other jurisdiction of incorporation or organization) (I.

NCOM / National Commerce Corporation / REGIONS FINANCIAL CORP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* NATIONAL COMMERCE CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 63546L102 (CUSIP Number) DECEMBER 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

JOINT FILING AGREEMENT

CUSIP No. 63546L102 13G Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of the common stock of National Commerce Corporation and further agree that this Joint Filing

NCOM / National Commerce Corporation / MCWANE C PHILLIP - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* NATIONAL COMMERCE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 63546L102 (CUSIP Number) December 31, 2017 (Date of Event Which

Slide presentation that National Commerce Corporation will make available to shareholders, analysts, investors and investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending March 31, 2018, or until an updated presentation is furnished.

Image Exhibit Exhibit 99.1

Financial Statements and Exhibits

8-K 1 ncom201802068k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other j

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ncom201801238k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

National Commerce Corporation Announces Fourth Quarter and Fiscal Year End 2017 Earnings

EX-99.1 2 ex103416.htm EXHIBIT 99.1 Exhibit 99.1 National Commerce Corporation Announces Fourth Quarter and Fiscal Year End 2017 Earnings BIRMINGHAM, AL (January 24, 2018) (GLOBE NEWSWIRE) - National Commerce Corporation (Nasdaq: NCOM) (the “Company” or “NCC”), the parent company of National Bank of Commerce, today reported fourth quarter 2017 net income to common shareholders of $1.0 million, com

National Commerce Corporation 2018 Incentive Program (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36878), filed on January 19, 2018)

EX-10.1 2 ex103230.htm EXHIBIT 10.1 Exhibit 10.1 NATIONAL COMMERCE CORPORATION 2018 INCENTIVE PROGRAM 1. Purpose and Administration of the 2018 Incentive Program. The 2018 Incentive Program (the “2018 Incentive Program”) has been established by National Commerce Corporation (together with its subsidiaries, the “Corporation”) to encourage outstanding performance from its executive officers and cert

Financial Statements and Exhibits

8-K 1 ncom201801188k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

EX-24

LIMITED POWER OF ATTORNEY The undersigned officer and/or director of National Commerce Corporation ("NCC") hereby constitutes and appoints each of John H.

National Commerce Corporation Announces Closing of Merger with FirstAtlantic Financial Holdings, Inc.

ex102528.htm Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Closing of Merger with FirstAtlantic Financial Holdings, Inc. BIRMINGHAM, AL (January 1, 2018) ? National Commerce Corporation (Nasdaq: NCOM) (?NCC?), the parent company of National Bank of Commerce (?NBC?), headquartered in Birmingham, Alabama, announced today the completion of the merger of FirstAtlantic Fina

NCOM / National Commerce Corporation FORM 8-K/A (Current Report)

ncom201712288k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of

National Commerce Corporation Announces Closing of Merger with FirstAtlantic Financial Holdings, Inc.

EX-99.1 2 ex102528.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Closing of Merger with FirstAtlantic Financial Holdings, Inc. BIRMINGHAM, AL (January 1, 2018) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, announced today the completion of the merge

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2018 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ncom201712048k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction o

Executive Employment Agreement, dated November 29, 2017, by and among National Commerce Corporation, National Bank of Commerce and Richard Murray, IV (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36878), filed on December 5, 2017)

EX-10.2 3 ex101418.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTIVE Employment AGREEMENT (Richard Murray, IV) THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2017 (the “Effective Date”) by and among Richard Murray, IV (“Executive”), NATIONAL COMMERCE CORPORATION, a Delaware corporation (“NCC”), and NATIONAL BANK OF COMMERCE, a national banking association

Executive Employment Agreement, dated November 29, 2017, by and among National Commerce Corporation, National Bank of Commerce and John H. Holcomb, III (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36878), filed on December 5, 2017)

EX-10.1 2 ex101417.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTIVE Employment AGREEMENT (John H. Holcomb, III) This EXECUTIVE EMPLOYMENT Agreement (this “Agreement”) is made and entered into as of November 29, 2017 (the “Effective Date”) by and among John H. Holcomb, III (“Executive”), NATIONAL COMMERCE CORPORATION, a Delaware corporation (“NCC”), and NATIONAL BANK OF COMMERCE, a national banking associat

Executive Employment Agreement, dated November 29, 2017, by and among National Commerce Corporation, National Bank of Commerce and William E. Matthews, V (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36878), filed on December 5, 2017)

ex101419.htm Exhibit 10.3 EXECUTIVE Employment AGREEMENT (William E. Matthews, V) THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of November 29, 2017 (the ?Effective Date?) by and among William E. Matthews, V (?Executive?), NATIONAL COMMERCE CORPORATION, a Delaware corporation (?NCC?), and NATIONAL BANK OF COMMERCE, a national banking association (?NBC?). NCC an

NCOM / National Commerce Corporation FORM 425 (Prospectus)

425 1 ncom20171122b425.htm FORM 425 Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: FirstAtlantic Financial Holdings, Inc. Registration Statement Number: 333-220855 The following communications were mailed by FirstAtlantic Financial Holdings, Inc. to holders of its restricted stock and warrants on or about November 28, 2017. November 28

NCOM / National Commerce Corporation FORM 425 (Prospectus)

ncom20171108425.htm Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: FirstAtlantic Financial Holdings, Inc. Commission File No.: 333-220855 ** IMPORTANT INFORMATION ? PLEASE RESPOND AS SOON AS POSSIBLE ** To: Shareholders of FirstAtlantic Financial Holdings, Inc. Subject: Election Form for the Proposed Merger of FirstAtlantic Financial H

NCOM / National Commerce Corporation FORM 10-Q (Quarterly Report)

10-Q 1 ncom2017093010q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

NCOM / National Commerce Corporation FORM 425 (Prospectus)

Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: FirstAtlantic Financial Holdings, Inc.

PROSPECTUS OF NATIONAL COMMERCE CORPORATION

ncom20170927s4.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-220855 PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF FIRSTATLANTIC FINANCIAL HOLDINGS, INC. MERGER PROPOSED ? YOUR VOTE IS VERY IMPORTANT The boards of directors of FirstAtlantic Financial Holdings, Inc. (?FFHI?) and National Commerce Corporation (?NCC?) have each approved the proposed merger of FFHI with and

National Commerce FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Com

Current Report

8-K 1 ncom201710318k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other j

National Commerce FORM S-4/A

S-4/A 1 ncom20171019s4a.htm FORM S-4/A As filed with the Securities and Exchange Commission on October 27, 2017 Registration No. 333-220855 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 6021 20-8627

NCOM / National Commerce Corporation ESP

October 27, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

National Commerce Corporation Announces Third Quarter 2017 Earnings

ex97350.htm Exhibit 99.1 National Commerce Corporation Announces Third Quarter 2017 Earnings BIRMINGHAM, AL (October 24, 2017) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported third quarter 2017 net income to common shareholders of $6.7 million, compared to $4.8 million for the third qu

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commission File N

National Commerce FORM S-4

ncom20170927s4.htm As filed with the Securities and Exchange Commission on October 6, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 6021 20-8627710 (State or other jurisdiction of incorporat

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 4 ex96283.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Effective January 1, 2017, National Commerce Corporation (“NCC”) completed its merger with Private Bancshares, Inc. (“Private Bancshares”). Private Bancshares was the parent company of Private Bank of Buckhead, headquartered in Atlanta, Georgia, and was merged with and into NCC. Simultaneou

Financial Statements and Exhibits

8-K 1 ncom201710038k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other

Private Bancshares, Inc. and Subsidiary Consolidated Financial Statements December 31, 2016 and 2015 (with Independent Auditor’s Report thereon) INDEPENDENT AUDITOR’S REPORT

EX-99.1 3 ex96282.htm EXHIBIT 99.1 Exhibit 99.1 Private Bancshares, Inc. and Subsidiary Consolidated Financial Statements December 31, 2016 and 2015 (with Independent Auditor’s Report thereon) INDEPENDENT AUDITOR’S REPORT To the Board of Directors Private Bancshares, Inc. Atlanta, Georgia Report on the Financial Statements We have audited the accompanying consolidated financial statements of Priva

National Commerce FORM 8-K (Current Report/Significant Event)

ncom201708298k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of i

National Commerce Corporation Announces Closing of Patriot Bank Merger

ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE National Commerce Corporation Announces Closing of Patriot Bank Merger BIRMINGHAM, AL (August 31, 2017) ? National Commerce Corporation (Nasdaq: NCOM) (?NCC?), the parent company of National Bank of Commerce (?NBC?), headquartered in Birmingham, Alabama, announced today the completion of the merger of Patriot Bank with and into NBC. As a result of the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 ncom201708158k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other ju

FirstAtlantic Financial Holdings, Inc. Enters into Definitive Agreement to Join National Commerce Corporation

ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE FirstAtlantic Financial Holdings, Inc. Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and JACKSONVILLE, FL (August 16, 2017) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC”), the parent company of National Bank of Commerce (“NBC”), headquartered in Birmingham, Alabama, and FirstAtlantic Fina

Agreement and Plan of Merger by and between National Commerce Corporation and FirstAtlantic Financial Holdings, Inc., dated August 16, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36878), filed on August 16, 2017)

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) and FIRSTATLANTIC FINANCIAL HOLDINGS, INC. (a Florida corporation) Dated as of August 16, 2017 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 16, 2017, by and between National Commerce

EX-99.2

EX-99.2 4 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) FIRSTATLANTIC FINANCIAL HOLDINGS, INC. (a Florida corporation) Dated as of August 16, 2017 AGREEMENT AND PLAN OF MERGER

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between NATIONAL COMMERCE CORPORATION (a Delaware corporation) and FIRSTATLANTIC FINANCIAL HOLDINGS, INC. (a Florida corporation) Dated as of August 16, 2017 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 16, 2017, by and between National Commerce

FirstAtlantic Financial Holdings, Inc. Enters into Definitive Agreement to Join National Commerce Corporation

ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE FirstAtlantic Financial Holdings, Inc. Enters into Definitive Agreement to Join National Commerce Corporation BIRMINGHAM, AL and JACKSONVILLE, FL (August 16, 2017) (GLOBE NEWSWIRE) ? National Commerce Corporation (Nasdaq: NCOM) (?NCC?), the parent company of National Bank of Commerce (?NBC?), headquartered in Birmingham, Alabama, and FirstAtlantic Fina

National Commerce FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Comm

EX-99.2

EX-99.2 4 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

Third Amendment to Real Estate Sales Agreement, dated July 21, 2017 (incorporated by reference to Exhibit 10.1C to the Current Report on Form 8-K (File No. 001-36878), filed on August 11, 2017)

ex10-1c.htm Exhibit 10.1C THIRD AMENDMENT TO REAL ESTATE SALES AGREEMENT THIS THIRD AMENDMENT TO REAL ESTATE SALES AGREEMENT (?Third Amendment?) is made effective as of July 21, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (the ?Seller?), and NATIONAL BANK OF COMMERCE, a national banking association (the ?Buyer?). RECITALS WHEREAS, the Seller and the Buyer ente

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

ncom201708098k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of i

Real Estate Sales Agreement, dated May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36878), filed on August 11, 2017)

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REAL ESTATE SALES AGREEMENT THIS REAL ESTATE SALES AGREEMENT (this “Agreement”) entered into as of the 3rd day of May, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (“Seller”), and NATIONAL BANK OF COMMERCE, a national banking association (“Buyer”). RECITALS Seller is the fee simple owner of certain real property si

Second Amendment to Real Estate Sales Agreement, dated July 3, 2017 (incorporated by reference to Exhibit 10.1B to the Current Report on Form 8-K (File No. 001-36878), filed on August 11, 2017)

ex10-1b.htm Exhibit 10.1B SECOND AMENDMENT TO REAL ESTATE SALES AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE SALES AGREEMENT (?First Amendment?) is made effective as of July 3, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (the ?Seller?), and NATIONAL BANK OF COMMERCE, a national banking association (the ?Buyer?). RECITALS WHEREAS, the Seller and the Buyer ent

First Amendment to Real Estate Sales Agreement, dated June 26, 2017 (incorporated by reference to Exhibit 10.1A to the Current Report on Form 8-K (File No. 001-36878), filed on August 11, 2017)

EX-10.1A 3 ex10-1a.htm EXHIBIT 10.1A Exhibit 10.1A FIRST AMENDMENT TO REAL ESTATE SALES AGREEMENT THIS FIRST AMENDMENT TO REAL ESTATE SALES AGREEMENT (“First Amendment”) is made effective as of June 26, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (the “Seller”), and NATIONAL BANK OF COMMERCE, a national banking association (the “Buyer”). RECITALS WHEREAS, the

Fourth Amendment to Real Estate Sales Agreement, dated July 28, 2017 (incorporated by reference to Exhibit 10.1D to the Current Report on Form 8-K (File No. 001-36878), filed on August 11, 2017)

ex10-1d.htm Exhibit 10.1D FOURTH AMENDMENT TO REAL ESTATE SALES AGREEMENT THIS FOURTH AMENDMENT TO REAL ESTATE SALES AGREEMENT (?Fourth Amendment?) is made effective as of July 28, 2017, by and between 280 ASSOCIATES, L.L.C., an Alabama limited liability company (the ?Seller?), and NATIONAL BANK OF COMMERCE, a national banking association (the ?Buyer?). RECITALS WHEREAS, the Seller and the Buyer p

NCOM / National Commerce Corporation FORM 10-Q (Quarterly Report)

10-Q 1 ncom2017063010q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

National Commerce ESP

CORRESP 1 filename1.htm August 8, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: John P. Nolan, Senior Assistant Chief Accountant, Office of Financial Services Re: National Commerce Corporation Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 10, 2017 File No. 001-36878 Dear Mr. Nolan:

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 ncom201707288k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other juri

EX-99.1

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1

National Commerce FORM 425 (Prospectus)

Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Patriot Bank Commission File No.

National Commerce FORM 8-K (Current Report/Significant Event)

ncom201707248k.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (C

National Commerce Corporation Announces Second Quarter 2017 Earnings

Exhibit 99.1 National Commerce Corporation Announces Second Quarter 2017 Earnings BIRMINGHAM, AL (July 25, 2017) (GLOBE NEWSWIRE) – National Commerce Corporation (Nasdaq: NCOM) (“NCC” or the “Company”), the parent company of National Bank of Commerce (“NBC”), today reported second quarter 2017 net income to common shareholders of $6.4 million, compared to $4.4 million for the second quarter of 201

National Commerce FORM 425 (Prospectus)

Filed by National Commerce Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Patriot Bank Commission File No.

PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF Patriot Bank MERGER PROPOSED ? YOUR VOTE IS VERY IMPORTANT

424B3 1 ncom20170628424b3.htm FORM 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-218826 PROSPECTUS OF NATIONAL COMMERCE CORPORATION PROXY STATEMENT OF Patriot Bank MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT The boards of directors of Patriot Bank, National Commerce Corporation (“NCC”) and National Bank of Commerce (“NBC”) have each unanimously approved a transact

National Commerce FORM S-4/A

S-4/A 1 ncom20170627s4a.htm FORM S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 28, 2017 Registration No. 333-218826 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delawa

National Commerce ESP

June 28, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2017 NATIONAL COMMERCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36878 20-8627710 (State or other jurisdiction of incorporation) (Commis

EX-99.1

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1