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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 1ST CONSTITUTION BANCORP [ FCCY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/06/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 01/06/2022 | F | 1,961(1) | D | $27.79 | 21,161 | D | |||
| Common Stock | 01/06/2022 | D | 21,161 | D | (2) | 0 | D | |||
| Common Stock | 01/06/2022 | D | 826 | D | (2) | 826 | I | By 401(k)(3) | ||
| 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 | ||||||||
| Stock option (right to buy) | $10.24 | 01/06/2022 | D | 221 | (4) | 01/06/2024 | Common Stock | 221 | $15.3147 | 0 | D | ||||
| Stock option (right to buy) | $10.1 | 01/06/2022 | D | 442 | (5) | 01/02/2025 | Common Stock | 442 | $15.4547 | 0 | D | ||||
| Stock option (right to buy) | $11.98 | 01/06/2022 | D | 630 | (6) | 01/04/2026 | Common Stock | 630 | $13.5747 | 0 | D | ||||
| Stock option (right to buy) | $18.65 | 01/06/2022 | D | 1,000 | (7) | 01/03/2027 | Common Stock | 1,000 | $6.9047 | 0 | D | ||||
| Stock option (right to buy) | $18.3 | 01/06/2022 | D | 1,000 | (8) | 01/02/2028 | Common Stock | 1,000 | $7.2547 | 0 | D | ||||
| Stock option (right to buy) | $19.38 | 01/06/2022 | D | 1,500 | (9) | 01/04/2029 | Common Stock | 1,500 | $6.1747 | 0 | D | ||||
| Stock option (right to buy) | $21.92 | 01/06/2022 | D | 1,500 | (10) | 01/06/2030 | Common Stock | 1,500 | $3.6347 | 0 | D | ||||
| Stock option (right to buy) | $13.13 | 01/06/2022 | D | 1,500 | (11) | 03/19/2030 | Common Stock | 1,500 | $12.4247 | 0 | D | ||||
| Stock option (right to buy) | $15.56 | 01/06/2022 | D | 3,000 | (12) | 01/04/2031 | Common Stock | 3,000 | $9.9947 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock withheld by 1st Constitution Bancorp ("Issuer") to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock in connection with the merger of Issuer with and into Lakeland Bancorp Inc. ("Lakeland"), pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021, by and between Issuer and Lakeland (the "Merger Agreement"). |
| 2. Represents shares of Issuer common stock and restricted stock that converted into and became exchangeable pursuant to the Merger Agreement for the right to receive 1.3577 shares of Lakeland common stock having a market value of $21.73 per share on the effective date of the merger. |
| 3. Information presented as of the close of business on January 6, 2021. |
| 4. This option, which provided for vesting in five equal annual installments beginning January 6, 2014, was canceled in the merger in exchange for a cash payment of $3,384.55, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the volume-weighted average trading price per share of Issuer common stock for the five consecutive trading days ending on the fifth trading day preceding the date and time of the closing of the merger ($25.5547, or the "VWAP") exceeds the exercise price of this option. |
| 5. This option, which provided for vesting in five equal annual installments beginning January 2, 2015, was canceled in the merger in exchange for a cash payment of $6,830.98, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 6. This option, which provided for vesting in five equal annual installments beginning January 4, 2016, was canceled in the merger in exchange for a cash payment of $8,552.06, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 7. This option, which provided for vesting in five equal annual installments beginning January 3, 2017, was canceled in the merger in exchange for a cash payment of $6,904.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 8. This option, which provided for vesting in five equal annual installments beginning January 2, 2018, was canceled in the merger in exchange for a cash payment of $7,254.70, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 9. This option, which provided for vesting in five equal annual installments beginning January 4, 2019, was canceled in the merger in exchange for a cash payment of $9,262.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 10. This option, which provided for vesting in five equal annual installments beginning January 6, 2020, was canceled in the merger in exchange for a cash payment of $5,452.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 11. This option, which provided for vesting in five equal annual installments beginning March 19, 2020, was canceled in the merger in exchange for a cash payment of $18,637.05, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| 12. This option, which provided for vesting in five equal annual installments beginning January 4, 2021, was canceled in the merger in exchange for a cash payment of $29,984.10, less applicable withholdings, which amount represents (x) the number of underlying shares of Issuer common stock, multiplied by (y) the amount by which the VWAP exceeds the exercise price of this option. |
| Remarks: |
| /s/ Scott Warren Goodman, as Attorney-in-fact for John T. Andreacio | 01/10/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||