Troy Dumlao Form 4 ENTERPRISE FINANCIAL SERVICES / TROY DUMLAO 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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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^*

DUMLAO TROY

(Last) (First) (Middle)

150 N. MERAMEC

(Street)

ST LOUIS MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE FINANCIAL SERVICES CORP [ EFSC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

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	06/03/2024		J(1)	V	604	A	$32.4(2)	6,299	D
Depository Shares(3)								400	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
Non Qualified Stock Option (Right to Buy)	$43.81							(4)	02/25/2031	Common Stock	1,058		1,058	D
Non Qualified Stock Option (Right to Buy)	$48.34							(5)	02/24/2032	Common Stock	1,266		1,266	D
Non Qualified Stock Option (Right to Buy)	$54.46							(6)	02/28/2033	Common Stock	1,769		1,769	D
Non Qualified Stock Option (Right to Buy)	$39.5							(7)	02/28/2034	Common Stock	2,722		2,722	D
Restricted Share Units	(8)							(9)	(9)	Common Stock	244		244	D
Restricted Share Units	(8)							(10)	(10)	Common Stock	361		361	D
Restricted Share Units	(8)							(11)	(11)	Common Stock	520		520	D
Restricted Share Units	(8)							(12)	(12)	Common Stock	761		761	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2018 Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of December 1, 2023, through May 31, 2024. This transaction is exempt under Section 16b-3(c).

2. In accordance with the terms of the ESPP, the reported shares were acquired based on 85% of the closing price of the Issuer's common stock on June 3, 2024.

3. 1. Each Depositary Share represents a 1/40th interest in a share of the Issuer's 5.00% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock. Depositary Shares were purchased in an underwritten public offering.

4. The Options vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 25, 2024

5. The Options vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 24, 2025.

6. This option becomes exercisable in the first quarter of 2026, subject to continued employment by the reporting person.

7. This option becomes exercisable in the first quarter of 2027, subject to continued employment by the reporting person.

8. The RSU's were granted pursuant to the Company's 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

9. The RSUs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on February 24, 2025. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

10. The RSU vest 100% in the first quarter of 2026, subject to continued employment by the reporting person.

11. The RSU's vest 100% in the first quarter of 2027, subject to continued employment by the reporting person.

12. The RSUs vest at a rate of 33% annually over three years, subject to continued employment of the reporting person. Vesting occurs on the anniversary date of the grant each year, with final vest occurring on April 14, 2026. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

	/s/ Troy Dumlao	06/12/2024
	** 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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