| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2022 | 3. Issuer Name and Ticker or Trading Symbol John Marshall Bancorp, Inc. [ JMSB ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 04/26/2022 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 44,853 | D | (1) |
| Common Stock | 59,905 | I | See footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (right to buy)(3) | 04/28/2020(4) | 04/28/2025 | Common Stock | 37,500 | 11.77 | D | |
| Explanation of Responses: |
| 1. This Form 3 amendment is being filed to correct the original Form 3 filed on April 26, 2022, which inadvertently set forth an incorrect amount of securities beneficially owned as well as an incorrect ownership entity in Table I of the Form 3. |
| 2. Shares owned by The Dodson Living Trust Dated March 24, 2022 over which the reporting person serves as trustee. |
| 3. This Form 3 amendment is being filed to correct the original Form 3 filed on April 26, 2022, which inadvertently set forth an incorrect vesting schedule in the footnote to the derivative securities beneficially owned in Table II. The vesting schedule outlined in footnote 4 of this amended Form 3 is correct. In addition, the number of derivative securities beneficially owned in Table II of the original submission was correct and is included in this amended Form 3. |
| 4. Awards granted on April 28, 2015. The awards vested annually starting on the anniversary of the grant date in the following sequential order: 3,716 shares; 8,497 shares; 8,497 shares; 8,497 shares; and 8,293 shares. |
| /s/ Christopher B. Welby, Attorney-in-Fact | 05/02/2022 | |
| ** 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 5 (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. | ||
