Statement of Changes in Beneficial Ownership (4)
03 Enero 2022 - 3:15PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
THOMPSON MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
BRYN MAWR BANK CORP
[
BMTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO/COO Banking Division BMT |
(Last)
(First)
(Middle)
801 LANCASTER AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2022 |
(Street)
BRYN MAWR, PA 19010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/1/2022 | | M | | 618 (1) | A | $0 | 1081 | D | |
Common Stock | 1/1/2022 | | M | | 411 (1) | A | $0 | 1492 | D | |
Common Stock | 1/1/2022 | | M | | 368 (1) | A | $0 | 1860 | D | |
Common Stock | 1/1/2022 | | M | | 2816 (2) | A | $0 | 4676 | D | |
Common Stock | 1/1/2022 | | D | | 4676 | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (4) | 1/1/2022 | | M | | | 618 | (1) | (1) | Common Stock | 618.0 | $0 | 0 | D | |
Restricted Stock Units | $0.0 (4) | 1/1/2022 | | M | | | 411 | (1) | (1) | Common Stock | 411.0 | $0 | 0 | D | |
Restricted Stock Units | $0.0 (4) | 1/1/2022 | | M | | | 368 | (1) | (1) | Common Stock | 368.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Reflects the full vesting of all outstanding time-based restricted stock units held by the Reporting Person, as contemplated by the respective grant agreements, and that certain Agreement and Plan of Merger entered into as of March 9, 2021 (the "Merger Agreement"), between Bryn Mawr Bank Corporation (the "Issuer") and WSFS Financial Corporation ("WSFS"), pursuant to which the Issuer will merge with and into WSFS (the "Merger"). On December 31, 2021, the closing price of the Issuer was $45.01, and the closing price of WSFS was $50.12. |
(2) | Reflects the full vesting of all outstanding performance-based restricted stock units held by the Reporting Person, as contemplated by the respective grant agreement, and the Merger Agreement. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. On December 31, 2021, the closing price of the Issuer was $45.01, and the closing price of WSFS was $50.12. |
(3) | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Issuer's common stock issued and outstanding immediately prior to the Effective Time,subject to certain exceptions, converted into the right to receive, without interest, 0.90 of a share of WSFS common stock. |
(4) | Each restricted stock unit represents a contingent right to receive one share of BMTC common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
THOMPSON MICHAEL 801 LANCASTER AVENUE BRYN MAWR, PA 19010 |
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| CFO/COO Banking Division BMT |
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Signatures
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/s/ Lori Goldman, Attorney-in-Fact | | 1/3/2022 |
**Signature of Reporting Person | Date |
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