National Commerce Corp - 3 filing on 2018-12-27

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Aland Robert B

(Last)

(First)

(Middle)

600 LUCKIE DRIVE

SUITE 350

(Street)

BIRMINGHAM

35223

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2018

3. Issuer Name and Ticker or Trading Symbol
National Commerce Corp [ NCOM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	39,913	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	12/31/2011	12/31/2021	Common Stock	23,500	14.57	D
Phantom Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	6,083.34⁽²⁾	⁽³⁾	D

Explanation of Responses:

1. The phantom stock units are to be settled in shares of the Issuer's common stock in accordance with the National Commerce Corporation Deferral of Compensation Plan for Key Employees and Non-Employee Directors (the "Deferral Plan") at the end of the deferral period.

2. Reflects phantom stock units acquired through participation in the Deferral Plan in connection with the deferral of the amount due to the reporting person upon settlement of performance share awards originally granted to the reporting person pursuant to the National Commerce Corporation 2011 Equity Incentive Plan.

3. Each of the phantom stock units is the economic equivalent of one share of the Issuer's common stock.

Remarks:

Although the reporting person was previously deemed to be an "officer" for purposes of Section 16 in his capacity as Birmingham Market President of the issuer's subsidiary bank, National Bank of Commerce ("NBC"), the Issuer's board of directors determined, at a meeting on March 21, 2017, that the reporting person should no longer be deemed a Section 16 "officer." However, in connection with his appointment to the position of Executive Vice President and Chief Administrative Officer of the Issuer and NBC on August 28, 2018, the reporting person once again became a Section 16 "officer" of the Issuer. Because the reporting person had previously been a Section 16 filer, an additional Form 3 was inadvertently not filed at that time. Note that, between March 21, 2017 and August 28, 2018, had the reporting person been subject to Section 16 reporting, only two transactions would have been reported: (1) the disposition on January 30, 2018 of 5,000 shares of the Issuer's common stock at $44.60 and (2) the acquisition of 2,119.20 phantom stock units acquired through participation in the Issuer's Deferral of Compensation Plan for Key Employees and Non-Employee Directors on March 9, 2018 in connection with the deferral of the amount due to the reporting person upon settlement of a performance share award originally granted to the reporting person as of January 1, 2014 pursuant to the Issuer's 2011 Equity Incentive Plan. Since August 28, 2018, there have been no reportable transactions in the Issuer's common stock involving the reporting person.

	/s/ Robert B. Aland	12/27/2018
	** Signature of Reporting Person	Date
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