Michael L Woolfolk Form 4 HOPFED BANCORP / MICHAEL L WOOLFOLK 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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X

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^*

WOOLFOLK MICHAEL L

(Last) (First) (Middle)

P.O. BOX 537

C/O HOPFED INC

(Street)

HOPKINSVILLE KY 42241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOPFED BANCORP INC [ HFBC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2019

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	07/26/2019		F(2)		1,004	D	$19.15	57,330	D
Common Stock	06/27/2019		J		6,095	D	$0(1)	0	I	ESOP
Common Stock	06/27/2019		J		171	D	$0(1)	0	I	Grandchildren
Common Stock	06/27/2019		J		57,330	D	$0(1)	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

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 7, 2019, by and between First Financial Corporation ("First Financial") and HopFed Bancorp Inc. ("HopFed"). HopFed merged with and into First Financial, with First Financial continuing as the surviving entity (the "Merger"). At the effective time of the Merger on July 27, 2019 (the "Effective Time"), each share of HopFed common stock issued and outstanding immediately prior to such time was converted into the right to receive either $21 per share in cash or 0.444 shares of First Financial common stock, subject to an election and allocation procedure whereby 50% of such HopFed shares will be exchanged for cash and the balance will be exchanged for First Financial common stock.

2. Tax withholding of shares associated with the accelerated vesting of prior restricted stock awards.

	/s/ Michael L. Woolfolk	07/25/2019
	** 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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