05/01/2026 | Press release | Distributed by Public on 05/01/2026 13:18
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $10 | 05/01/2026 | D | 40,000 | 10/19/2020 | 10/19/2029 | Common Stock | 40,000 | (2) | 0 | D | ||||
| Warrants | $10 | 05/01/2026 | D | 907,240 | 01/03/2019 | 01/03/2029 | Common Stock | 907,240 | (3) | 0 | D | ||||
| Stock Options | $10 | 05/01/2026 | D | 7,500 | 06/14/2020 | 06/14/2029 | Common Stock | 7,500 | (2) | 0 | I | By Daughter | |||
| Stock Options | $7 | 05/01/2026 | D | 500 | 08/31/2024 | 08/31/2033 | Common Stock | 500 | (2) | 0 | I | By Daughter | |||
| Stock Options | $6.58 | 05/01/2026 | D | 1,000 | 05/23/2025 | 05/23/2034 | Common Stock | 1,000 | (2) | 0 | I | By Daughter | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SAMUEL ANDREW S 1250 CAMP HILL BYPASS SUITE 202 CAMP HILL, PA 17011 |
X | CEO and Vice Chairman | ||
| /s/ Melanie Vanderau, pursuant to power of attorney | 05/01/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger dated December 18, 2025 between the Issuer and Burke & Herbert Financial Services Corp. ("Burke & Herbert"), each issued and outstanding share of Issuer common stock was converted into the right to receive 0.1350 shares of common stock of Burke & Herbert. Holders of Issuer Common Stock will receive cash in lieu of fractional shares of Burke & Herbert common stock in accordance with the terms of the Agreement and Plan of Merger. |
| (2) | This option converted into a stock option exercisable for a number of shares of Burke & Herbert common stock equal to the number of shares of Issuer common stock underlying the option multiplied by 0.1350, rounded down to the nearest whole share, with an exercise price per share of Burke & Herbert common stock equal to the exercise price applicable to the underlying option divided by 0.1350, rounded up to the nearest cent. |
| (3) | This warrant converted into a stock warrant exercisable for a number of shares of Burke & Herbert common stock equal to the number of shares of Issuer common stock underlying the warrant multiplied by 0.1350, rounded down to the nearest whole share, with an exercise price per share of Burke & Herbert common stock equal to the exercise price applicable to the underlying warrant divided by 0.1350, rounded up to the nearest cent. |