NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01.

On January 1, 2017, to the terms and conditions of that certain
Agreement and Plan of Merger by and between National Commerce
Corporation (the Company) and Private Bancshares, Inc. (Private
Bancshares), dated August 30, 2016 (the Merger Agreement),
Private Bancshares merged with and into the Company (the Merger).
The Merger and the Merger Agreement had previously been approved
by Private Bancshares shareholders at a special meeting of
Private Bancshares shareholders held on December 29, 2016.

In the Merger, each issued and outstanding share of Private
Bancshares common stock was converted into the right to receive
either 0.85417 shares of the Companys common stock or $20.50 in
cash, without interest. However, under the Merger Agreement, the
total amount of cash payable in the Merger was required to equal,
as nearly as practicable, but not to exceed, $8,320,766
(representing 405,891 shares of Private Bancshares common stock),
with elections by Private Bancshares shareholders for cash or
stock to be prorated as necessary to cause the aggregate mix of
consideration issuable to Private Bancshares shareholders to
comply as nearly as possible with the foregoing allocation. A
valid election to receive shares of the Companys common stock was
made with respect to each outstanding share of Private Bancshares
common stock. As a result, each share of Private Bancshares
common stock was converted into the right to receive
approximately 0.717 shares of the Companys common stock and
approximately $3.30 in cash. Additionally, at the effective time
of the Merger, options to purchase 172,700 shares of Private
Bancshares common stock that were outstanding immediately prior
to the Merger were converted automatically into options to
purchase 147,516 shares of the Companys common stock. Private
Bancshares shareholders are also entitled to receive cash in lieu
of any fractional share of the Companys common stock otherwise
distributable following the application of the provisions
described above at a rate of $36.12 per share.

This description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is incorporated herein
by reference to Exhibit2.1.

A copy of the press release, dated January 1, 2017, announcing
the completion of the Merger is included as Exhibit 99.1 and
incorporated herein by reference.

Effective immediately upon consummation of the Merger, and in
accordance with the terms of the Merger Agreement, the size of
the Companys board of directors increased by one member as of
January 1, 2017, and Mr. Joel S. Arogeti was appointed to fill
the vacancy. Mr. Arogeti was a member of the board of directors
of Private Bancshares until the effective time of the Merger.
Aside from the terms of the Merger Agreement, there are no
arrangements or understandings between Mr. Arogeti and any other
person to which he was appointed to the directorship position of
the Company described above. Additionally, there are no related
person transactions involving Mr. Arogeti and the Company that
would require disclosure under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission (the SEC).
Mr. Arogeti will receive the compensation that other directors of
the Company receive, as the same may be adjusted by the Companys
board of directors from time to time.

In connection with his appointment as a director of the Company,
Mr. Arogeti entered into an indemnification agreement with the
Company, effective as of January 1, 2017, the form of which has
been previously approved by the Companys board of directors and
entered into by each of the Companys current directors and
executive officers (the Indemnification Agreement). The
Indemnification Agreement requires the Company to indemnify Mr.
Arogeti to the fullest extent permitted by Delaware law and is in
addition to protections provided in the Companys certificate of
incorporation and bylaws. Under the Indemnification Agreement,
Mr. Arogeti will be indemnified for certain liabilities and will
be advanced certain expenses that have been incurred as a result
of actions brought, or threatened to be brought, against him in
connection with his duties. The Indemnification Agreement also
contains various covenants by the Company as to the maintenance
of directors and officers liability insurance.

This description of the Indemnification Agreement does not
purport to be complete and is qualified in its entirety by
reference to the form of Indemnification Agreement, which is
incorporated herein by reference to Exhibit10.1.

(a) Exhibits