NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On April 24, 2017, National Commerce Corporation, a Delaware
corporation (NCC) and NCCs wholly owned subsidiary, National Bank
of Commerce, a national banking association (NBC), entered into
an Agreement and Plan of Merger (the Merger Agreement) with
Patriot Bank, a Florida banking corporation. The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth in the Merger Agreement, Patriot Bank will merge with and
into NBC, with NBC continuing as the surviving association (the
Merger).

Subject to the terms and conditions of the Merger Agreement,
which has been approved by the respective boards of directors of
NCC, NBC and Patriot Bank, upon completion of the Merger, each
outstanding share of Patriot Bank common stock will be converted
into the right to receive 0.1711 (the Exchange Ratio) shares of
NCC common stock and $0.725 in cash, without interest. Patriot
Bank has entered into an agreement with each holder of
outstanding options to purchase Patriot Bank common stock
providing that, at the effective time of the Merger, all such
options will be cancelled, but holders of options that have an
exercise price of $3.00 and are therefore in the money will
receive a cash payment of $4.25 for each share of Patriot Bank
common stock subject to such options as consideration for the
cancellation. In lieu of any fractional share otherwise issuable
in the Merger, NCC will make a cash payment, without interest, in
an amount determined by multiplying the fraction of a share of
NCC common stock otherwise issuable by the average closing price
for a share of NCC common stock as reported by Nasdaq for each of
the ten (10)consecutive trading days ending on the fifth business
day prior to the date of the closing of the Merger. The amount of
cash available for payments in lieu of fractional shares does not
affect, and will not be affected by, the amount of cash payable
as consideration in the Merger. Each currently outstanding share
of NCC and NBC common stock will remain outstanding and will be
unaffected by the Merger.

The directors and executive officers of Patriot Bank entered into
agreements with NCC concurrently with the execution of the Merger
Agreement whereby, among other things, such directors and
executive officers agreed to (i) vote their shares of Patriot
Bank common stock in favor of approval of the Merger Agreement
and (ii) release any pending or potential claims (subject to
certain limited exceptions) against Patriot Bank, NCC and NBC
arising in their respective capacities as officers, directors or
employees of Patriot Bank. In addition, NBC entered into a
non-competition agreement with each non-employee director of
Patriot Bank and employment agreements with three officers of
Patriot Bank. The employment agreements provide for the
individuals to serve in specific roles with NBC upon consummation
of the Merger and contain provisions relating to, among other
things, compensation, benefits, eligibility for
employer-sponsored plans and programs and payments upon a
termination of employment (and, in certain cases, upon a change
in control of NCC), and certain non-competition and
non-disclosure restrictions. None of these employees will be an
executive officer of NCC or NBC.

The Merger Agreement contains customary representations and
warranties from both NCC and Patriot Bank, and each party has
agreed to customary covenants, including, among others, covenants
relating to (i)the conduct of their respective businesses during
the interim period between the execution of the Merger Agreement
and the completion of the Merger, (ii) Patriot Banks obligation
to convene and hold a meeting of its shareholders to consider and
vote upon the approval of the Merger Agreement and (iii)subject
to certain exceptions, the recommendation by Patriot Banks board
of directors in favor of the approval by its shareholders of the
Merger and the Merger Agreement and the transactions contemplated
thereby. Patriot Bank has also agreed not to solicit any
alternative acquisition proposals or,subject to certain
exceptions, to participate in any discussions, or enter into any
agreement concerning, or provide confidential information in
connection with, any alternative acquisition proposals.

NCCs and Patriot Banks obligations to complete the Merger are
subject to certain customary conditions, including, among others,
(i) the accuracy of the representations and warranties of the
other party as of the effective time of the Merger, (ii)
performance in all material respects by the other party of its
obligations under the Merger Agreement, (iii) delivery of certain
certificates and other documents described in the Merger
Agreement, (iv)approval of the Merger Agreement by Patriot Banks
shareholders, (v)receipt of all required regulatory and
third-party approvals without conditions or restrictions that, in
the reasonable judgment of NCCs or Patriot Banks board of
directors, would so materially adversely impact the economic or
business benefits of the Merger as to render it inadvisable,
(vi)the absence of any law or order prohibiting or restricting
the completion of the Merger, (vii) receipt by each party of an
opinion from Maynard, Cooper Gale, P.C. to the effect that the
Merger will qualify as a reorganization within the meaning of the
Internal Revenue Code of 1986, as amended, (viii)the
effectiveness of the registration statement for the NCC common
stock to be issued in the Merger and (ix) NCCs arrangement for
the listing of its shares to be issued in the Merger on the
Nasdaq Global Select Market.

The Merger Agreement contains certain termination rights for NCC
and Patriot Bank, as the case may be, applicable upon, among
other things, (i) mutual written consent, (ii) certain
inaccuracies in a representation or warranty of the other party
or a material breach of any covenant, agreement or other
obligation of the other party contained in the Merger Agreement
that is not or cannot be cured within 30days written notice of
such inaccuracy or breach, (iii) a final, non-appealable denial
of a required regulatory approval, (iv)a failure by Patriot Banks
shareholders to approve the Merger Agreement by the required
vote, (v) the occurrence or existence of a material adverse
effect with respect to the other party that is not remedied
within 15 days of receipt of written notice thereof, (vi)a
failure to complete the Merger within 270 days after the
execution of the Merger Agreement as a result of the
nonoccurrence or failure to satisfy a condition precedent or
otherwise, (vii) the valid exercise of dissenters rights of
appraisal with respect to more than 5% of the total number of
shares of Patriot Bank common stock outstanding, (viii) Patriot
Banks withdrawal, qualification or modification or its
shareholder recommendation, (ix) Patriot Banks failure to
substantially comply with its no-shop obligations under the
Merger Agreement or its obligation to call, give notice of,
convene and hold its shareholder meeting, (x) Patriot Banks
recommendation, endorsement or acceptance of, or agreement to, an
alternative acquisition proposal, (xi) NCCs right to terminate
the Merger Agreement if the adjusted shareholders equity of
Patriot Bank is less than $18,750,000 on the day before the
closing date, or (xii) Patriot Banks right to terminate the
Merger Agreement in the event that the trading price and
performance of NCCs common stock relative to a market-based index
fall below certain thresholds (subject to the right of NCC to
cure this basis for termination by making a one-time cash payment
on account of each stock election share in an amount calculated
as set forth in the Merger Agreement). In addition, the Merger
Agreement provides that, upon termination of the Merger Agreement
in certain circumstances, Patriot Bank may be required to pay NCC
a termination fee of $950,000.

The foregoing 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 filed as
Exhibit2.1 hereto, and is incorporated into this report by
reference thereto. The Merger Agreement has been attached as an
exhibit to this report in order to provide investors and security
holders with information regarding its terms. It is not intended
to provide any other financial information about NCC, Patriot
Bank or their respective subsidiaries and affiliates. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of that agreement and as of
specific dates, are solely for the benefit of the parties to the
Merger Agreement, may be subject to limitations agreed upon by
the parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the parties that differ
from those applicable to investors. Investors should not rely on
the representations, warranties or covenants or any description
thereof as characterizations of the actual state of facts or
condition of NCC, Patriot Bank or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by NCC.

Item 2.02. Results of Operations and Financial
Condition.

On April 24, 2017, NCC issued a press release announcing
financial information for the first quarter ended March 31, 2017.
The press release is attached as Exhibit 99.1 to this Form 8-K.

Item 8.01. Other
Events.

On April 24, 2017, NCC issued a press release announcing the
signing of the Merger Agreement, as described in Item 1.01. A
copy of the press release is attached as Exhibit 99.2 to this
Form 8-K. Additionally, NCC will host a conference call/webcast
on Tuesday, April 25, 2017, at 8:30 a.m. Central Time to discuss
the Merger described in Item 1.01 and its financial results for
the first quarter ended March 31, 2017, as described in Item
2.02. NCC will use the presentation materials relating to the
Merger attached as Exhibit 99.3 to this Form 8-K in connection
with the conference call/webcast.

Additional Information about the Merger and Where to Find
It

In connection with the proposed Merger, NCC will file with the
Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 to register the shares of NCC common stock
to be issued to the shareholders of Patriot Bank. The
registration statement will include a proxy statement-prospectus
that will be sent to the shareholders of Patriot Bank in
connection with their approval of the merger. In addition, NCC
may file other relevant documents concerning the proposed merger
with the SEC. The material in this Current Report on Form 8-K and
the exhibits furnished or filed herewith are not a substitute for
the proxy statement-prospectus that NCC will file with the SEC.

INVESTORS IN PATRIOT BANK ARE ENCOURAGED TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE PROXY STATEMENT-PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT NCC, NBC, PATRIOT BANK
AND THE PROPOSED TRANSACTION, INCLUDING DETAILED RISK FACTORS.

Investors may obtain free copies of these documents, when
available, through the website maintained by the SEC at
www.sec.gov. Free copies of the proxy statement-prospectus also
may be obtained, when available, by directing a request to
National Commerce Corporation, 813 Shades Creek Parkway, Suite
100, Birmingham, Alabama 35209, Attention: Richard Murray, IV, or
to Patriot Bank, 1815 Little Road, Trinity, Florida 34655,
Attention: David B. Key, or by accessing information available at
www.nationalbankofcommerce.com or www.patriotbankfl.com. The
information on either website is not, and shall not be deemed to
be, a part of this filing or incorporated into other filings that
NCC makes with the SEC. A final proxy statement-prospectus will
be mailed to the shareholders of Patriot Bank.

This filing shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.

Proxy Solicitation

NCC, Patriot Bank and their respective directors, executive
officers and other employees may be deemed to be participants in
the solicitation of proxies from the shareholders of Patriot Bank
in connection with the proposed transaction. Information about
the directors and executive officers of NCC is set forth in NCCs
proxy statement for the 2017 Annual Meeting of Stockholders,
which was filed with the SEC on April 21, 2017. Additional
information regarding the interests of these participants and
other persons who may be deemed participants in the solicitation
of proxies may be obtained by reading the proxy
statement-prospectus and other relevant materials to be filed
with the SEC when they become available.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K
that are not statements of historical fact constitute
forward-looking statements for which NCC claims the protection of
the safe harbor provisions contained in the Private Securities
Litigation Reform Act of 1995 (the Act), notwithstanding that
such statements are not specifically identified as such. In
addition, certain statements may be contained in NCCs future
filings with the SEC, in press releases and in oral and written
statements made by NCC or with NCCs approval that are not
statements of historical fact and that constitute forward-looking
statements within the meaning of the Act. Words such as believes,
anticipates, expects, intends, targeted, continue, remain, will,
should, may and other similar expressions are intended to
identify forward-looking statements but are not the exclusive
means of identifying such statements.

Forward-looking statements (including oral representations)
involve risks and uncertainties that may cause actual results to
differ materially from any future results, performance or
achievements expressed or implied by such statements. With
respect to the proposed Merger, these risks and uncertainties
include the possibility that regulatory and other approvals and
conditions to the proposed merger are not received or satisfied
on a timely basis or at all, or contain unanticipated terms and
conditions; the possibility that modifications to the terms of
the transaction may be required in order to obtain or satisfy
such approvals or conditions; the receipt and timing of approval
of Patriot Banks shareholders; delays in closing the Merger;
difficulties, delays and unanticipated costs in integrating the
merging organizations businesses or realizing expected cost
savings and other benefits; business disruptions as a result of
the integration of the merging organizations, including possible
loss of customers; diversion of management time to address
transaction-related issues; and changes in asset quality and
credit risk as a result of the Merger. These risks also include a
number factors related to the business of NCC and Patriot Bank
and the banking business generally, including various risks to
stockholders of not receiving dividends; risks to NCCs ability to
pursue growth opportunities; various risks to the price and
volatility of NCCs common stock; risks associated with NCCs
possible pursuit of future acquisitions; economic conditions in
NCCs and Patriot Banks current service areas; system failures;
losses of large customers; disruptions in relationships with
third-party vendors; losses of key management personnel and the
inability to attract and retain highly qualified management and
personnel in the future; changes in the extensive governmental
legislation and regulations governing banking; high costs of
regulatory compliance; the impact of legislation and regulatory
changes on the banking industry; and liability and compliance
costs regarding banking regulations.

Forward-looking statements made by NCC in this filing, or
elsewhere, speak only as of the date on which the statements were
made. You are advised to read the risk factors in NCCs most
recently filed Annual Report on Form10-K and subsequent filings
with the SEC, which are available through the website maintained
by the SEC at www.sec.gov or by accessing information available
at www.nationalbankofcommerce.com. New risks and uncertainties
arise from time to time, and it is impossible for NCC to predict
these events or how they may affect it or its anticipated
results. NCC has no duty to, and does not intend to, update or
revise the forward-looking statements in this filing, except as
may be required by law. In light of these risks and
uncertainties, readers should keep in mind that any
forward-looking statement made in this filing may not occur. All
data presented herein is as of the date of this filing unless
otherwise noted.

Item 9.01. Financial
Statements and Exhibits.

(d)Exhibits

* Schedules and exhibits omitted to Item601(b)(2) of
RegulationS-K. NCC agrees to furnish a copy of any omitted
schedule or exhibit to the SEC upon request.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf
by the undersigned, hereunto duly authorized.

Exhibit Index

*Schedules and exhibits omitted

About NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM)

National Commerce Corporation (NCC) is a financial holding company. The Company is engaged in the business of banking through its banking subsidiary, National Bank of Commerce (the Bank). The Company, through the Bank, provides a range of financial services to businesses, business owners and professionals. The Bank’s loan portfolio includes construction, land development and other land loans; loans secured by farmland; loans secured by one- to four-family residential properties; loans secured by multifamily residential properties; loans secured by nonfarm nonresidential properties; loans secured by real estate; commercial and industrial loans; consumer loans, and other loans. The Bank’s investment securities available-for-sale include the United States treasury securities, securities issued by states and political subdivisions, residential mortgage pass-through securities and investment in mutual funds and other equity securities. The Bank’s primary sources of funds are deposits.

NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Recent Trading Information

NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) closed its last trading session up +0.15 at 37.90 with 32,182 shares trading hands.