Cornelsen James W Form 4 OLD LINE BANCSHARES / JAMES W CORNELSEN 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^*

CORNELSEN JAMES W

(Last) (First) (Middle)

1525 POINTER RIDGE PLACE

(Street)

BOWIE MD 20716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD LINE BANCSHARES INC [ OLBK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2019

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	11/22/2019		D		252,515	D	(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
Stock options	$7.82	11/22/2019		D			8,576	(2)	01/27/2021	Common Stock	8,576	(3)	0	D
Stock options	$8	11/22/2019		D			28,764	(4)	03/04/2022	Common Stock	28,764	(3)	0	D
Stock options	$12.04	11/22/2019		D			19,097	(5)	02/26/2023	Common Stock	19,097	(3)	0	D
Stock options	$16.76	11/22/2019		D			21,985	(6)	02/25/2024	Common Stock	21,985	(3)	0	D
Stock options	$14.38	11/22/2019		D			19,661	(7)	02/24/2025	Common Stock	19,661	(3)	0	D
Stock options	$17.75	11/22/2019		D			24,647	(8)	02/23/2026	Common Stock	24,647	(3)	0	D

Explanation of Responses:

1. On November 22, 2019, Old Line Bancshares, Inc. ("Old Line") completed its previously announced merger (the "Merger") with Wesbanco, Inc. ("Wesbanco"), pursuant to an Agreement and Plan of Merger, dated as of July 23, 2019, by and among Wesbanco, Wesbanco Bank, Inc, Old Line and Old Line Bank. In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of Old Line common stock issued an outstanding immediately prior to the Merger was converted into the right to receive 0.7844 of a share of common stock of Wesbanco ("Exchange Ratio") plus cash in lieu of any fractional share of Wesbanco common stock equal to the product of $37.81 and the fraction of a share to which such holder would otherwise have been entitled. On November 22, 2019, the effective date of the Merger, the closing price of Wesbanco common stock on the Nasdaq Global Select Market was $36.75 per share.

2. The stock options vested in three equal installments beginning January 27, 2011.

3. All options were assumed by Wesbanco in the Merger and converted into an option to purchase the number of shares of Wesbanco common stock equal to the product of the number of shares of Old Line common stock subject to such option multiplied by the Exchange Ratio, at an exercise price equal to the quotient of the exercise price per share of Old Line common stock subject to such option divided by the Exchange Ratio.

4. The stock options vested in three equal installments beginning on December 31, 2012.

5. The stock options vested in three equal installments beginning on February 27, 2014.

6. The stock options vested in three equal installments beginning on February 26, 2015.

7. The stock options vested in three equal installments beginning on February 25, 2016.

8. The stock options vested in three equal installments beginning on February 24, 2017.

	/s/ Elise M. Adams, Attorney-in-Fact	11/25/2019
	** Signature of Reporting Person	Date
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