Enterprise Financial Services (EFSC) Form 4 ENTERPRISE FINANCIAL SERVICES / MARK G PONDER ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PONDER MARK G

(Last) (First) (Middle)

150 N. MERAMEC

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE FINANCIAL SERVICES CORP [ EFSC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SEVP, Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,007	I	401(K) Plan(1)
Common Stock								200	I	Self IRA
Common Stock								5,335	D(2)
Common Stock	02/24/2024		M		3,326	A	$0	18,042	D
Common Stock	02/24/2024		F		1,469(3)	D	$40.83	16,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 Share Units	(4)	02/24/2024		M			3,326	(5)	(5)	Common Stock	3,326	$0	6,652	D
Non Qualified Stock Option (Right to Buy)	$43.81							(6)	02/25/2031	Common Stock	4,521		4,521	D
Non Qualified Stock Option (Right to Buy)	$48.34							(7)	02/24/2032	Common Stock	4,878		4,878	D
Non Qualified Stock Option (Right to Buy)	$54.46							(8)	02/28/2033	Common Stock	4,925		4,925	D
Restricted Share Units	(4)							(9)	(9)	Common Stock	862		862	D
Restricted Share Units	(4)							(10)	(10)	Common Stock	1,006		1,006	D

Explanation of Responses:

1. These securities are represented by units held in a unitized stock fund through the Company's 401(k) Plan. The unitized stock fund consists of cash and common stock in amounts that vary from time to time.

2. These shares are held jointly with spouse.

3. Withholding of stock to satisfy tax withholding obligation on issuance of common stock.

4. The RSU's were granted pursuant to the Company's 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

5. The RSUs vest over six years in one-third installments on each of February 24, 2024, February 24, 2026, and February 24, 2028. Vesting is subject to continued employment of the reporting person. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

6. This option becomes exercisable in the first quarter of 2024, subject to continued employment by the reporting person.

7. This option becomes exercisable in the first quarter of 2025, subject to continued employment by the reporting person.

8. This option becomes exercisable in the first quarter of 2026, subject to continued employment by the reporting person.

9. The RSU's vest 100% in the first quarter of 2025, subject to continued employment by the reporting person.

10. The RSU vest 100% in the first quarter of 2026, subject to continued employment by the reporting person.

	/s/ MARK G PONDER	02/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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