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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Professional Holding Corp. [ PFHD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/28/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Class A Common Stock | 08/28/2020 | S | 131,900(1) | D | $10.75 | 0 | I | Mendon Capital Master Fund, Ltd. | ||
| Class B Common Stock | 08/28/2020 | S | 125,300 | D | $10.75 | 0 | I | Mendon Capital Master Fund, Ltd. | ||
| Class A Common Stock | 08/28/2020 | S | 200,643 | D | $10.75 | 0 | I | Mendon Capital QP, LP | ||
| Class B Common Stock | 08/28/2020 | S | 207,711 | D | $10.75 | 0 | I | Mendon Capital QP, LP | ||
| Class A Common Stock | 08/28/2020 | S | 34,438 | D | $10.75 | 0 | I | Iron Road Multi-Strategy Fund LP | ||
| Class B Common Stock | 08/28/2020 | S | 17,540 | D | $10.75 | 0 | I | Iron Road Multi-Strategy Fund LP | ||
| Class A Common Stock | 08/28/2020 | S | 24,270 | D | $10.75 | 0 | I | Mendon Global Long/Short Financial QP Fund Ltd. | ||
| Class A Common Stock | 08/28/2020 | S | 248,430 | D | $10.75 | 0 | I | RMB Mendon Financial Services Fund | ||
| Class A Common Stock | 08/28/2020 | J(2) | 526 | D | $0 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | ||||||||
| Share Appreciation Rights | (3) | (3) | (3) | See Footnote(3) | (3) | 2,500 | D | ||||||||
| Share Appreciation Rights | (3) | (3) | (3) | See Footnote(3) | (3) | 5,000 | D | ||||||||
| Share Appreciation Rights | (3) | (3) | (3) | See Footnote(3) | (3) | 10,000 | D | ||||||||
| Explanation of Responses: |
| 1. Mendon Capital Master Fund Ltd. sold 131,900 shares of PFHD's Class A Common Stock and retained 133,000 shares of PFHD's Class A Common Stock. Mr. Schutz does not have any interest in the remaining 133,000 shares of PFHD's Class A Common Stock held by Mendon Capital Master Fund Ltd., resulting in -0- shares of PFHD Class A Common Stock held by Mendon Capital Master Fund Ltd. being beneficially owned by Mr. Schutz as of August 28, 2020. |
| 2. Represents the cancellation of 526 shares of unvested restricted stock previously granted to Mr. Schutz as Director's fees. |
| 3. Share Appreciation Rights vest upon the earlier of 1,825 calendar days of continuous service after the grant date or the occurrence of certain specified, nonperformance-related events, subject to an election by the recipient. Stock Appreciation Right payments are paid at or shortly following certain specified, nonperformance-related events, such as a change in control of the issuer, in accordance with the participant's election. The Share Appreciation Rights do not expire and the Compensation Committee of the Board of Directors of the issuer has the discretion to pay the unit appreciation payments in cash or stock. |
| Remarks: |
| (a) The indirect ownership reflected in this report relates to shares of Class A Common Stock and Class B Common Stock owned and/or previously owned by certain entities for which RMB Capital Management, LLC is the investment adviser, including Mendon Capital Master Fund Ltd., Mendon Capital QP LP, Iron Road Multi-Strategy Fund LP, Mendon Global Long/Short Financial QP Fund Ltd. and RMB Mendon Financial Services Fund, and for which Mr. Schutz is portfolio manager. As a result, Mr. Schutz may be deemed to share voting and investment power over these shares with RMB Capital Management, LLC. Mr. Schutz disclaims any beneficial ownership in the shares described herein except to the extent of his pecuniary interest therein. |
| /s/ Michael C. Sontag | 08/31/2020 | |
| ** 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. | ||