| 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 BRYN MAWR BANK CORP [ BMTC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
| 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 | 01/01/2022 | M | 218(1) | A | $0 | 15,319 | D | |||
| Common Stock | 01/01/2022 | M | 216(1) | A | $0 | 15,535 | D | |||
| Common Stock | 01/01/2022 | M | 1,000(1) | A | $0 | 16,535 | D | |||
| Common Stock | 01/01/2022 | M | 878(2) | A | $0 | 17,413 | D | |||
| Common Stock | 12/31/2021 | M | 3,821 | A | (3) | 21,234 | D | |||
| Common Stock | 12/31/2021 | M | 2,723 | A | (3) | 23,957 | D | |||
| Common Stock | 01/01/2022 | D | 23,957 | D | (4) | 0 | 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 Stock Units | (5) | 01/01/2022 | M | 218 | (1) | (1) | Common Stock | 218 | $0 | 0 | D | ||||
| Restricted Stock Units | (5) | 01/01/2022 | M | 216 | (1) | (1) | Common Stock | 216 | $0 | 0 | D | ||||
| Restricted Stock Units | (5) | 01/01/2022 | M | 1,000 | (1) | (1) | Common Stock | 1,000 | $0 | 0 | D | ||||
| Phantom Stock | (3) | 12/31/2021 | M | 3,821 | (3) | (3) | Common Stock | 3,821 | (3) | 0 | D(6) | ||||
| Phantom Stock | (3) | 12/31/2021 | M | 2,723 | (3) | (3) | Common Stock | 2,723 | (3) | 0 | D(7) | ||||
| 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. Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The shares of phantom stock became payable, in cash, upon the Reporting Person's termination of service as a director in connection with the Merger. |
| 4. 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. |
| 5. Each restricted stock unit represents a contingent right to receive one share of BMTC common stock. |
| 6. Phantom stock was held in Bryn Mawr Trust Company Deferred Payment Plan for Directors ("BMTC Plan"). On December 31, 2021, the Reporting Person's holdings in the BMTC Plan became payable and will be distributed in cash in accordance with the BMTC Plan. |
| 7. Phantom stock was held in Bryn Mawr Bank Corporation Deferred Payment Plan for Directors ("BMBC Plan"). On December 31, 2021, the Reporting Person's holdings in the BMBC Plan became payable and will be distributed in cash in accordance with the BMBC Plan. |
| Remarks: |
| /s/ Lori Goldman, Attorney-in-Fact | 01/03/2022 | |
| ** 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. | ||
