Kenneth C Cook Form 4 SANDY SPRING BANCORP / Kenneth C Cook 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^*

Cook Kenneth C

(Last) (First) (Middle)

SANDY SPRING BANCORP, INC.

17801 GEORGIA AVENUE

(Street)

OLNEY MD 20832

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDY SPRING BANCORP INC [ SASR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2021

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	11/02/2021		M		3,000	A	$10.24	217,235.616	D
Common Stock	11/02/2021		S		3,000	D	$48.6(1)	214,235.616	D
Common Stock								1,632.298	D
Common Stock								3,129	D(2)
Common Stock								3,135	D(3)

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 (Right to Buy)	$10.24	11/02/2021		M			3,000	02/21/2017	02/21/2022	Common Stock	3,000	$0	2,531	D
Stock Options (Right to Buy)	$10.96							10/15/2018	10/15/2023	Common Stock	47,867		47,867	D
Stock Options (Right to Buy)	$10.96							02/18/2016	02/18/2026	Common Stock	7,838		7,838	D
Stock Options (Right to Buy)	$16.2							04/01/2020	02/16/2026	Common Stock	10,072		10,072	D
Stock Options (Right to Buy)	$14.77							06/16/2015	06/03/2025	Common Stock	7,466		7,466	D
Stock Options (Right to Buy)	$14.77							04/01/2020	05/19/2025	Common Stock	35,784		35,784	D

Explanation of Responses:

1. The price reported is the weighted average price of trades occurring in a single day and within a range of $1.00. Upon request of the Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price will be provided.

2. Restricted stock awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2021, April 1, 2022, and April 1 2023.

3. Restricted stock awarded under 2015 Omnibus Incentive Plan will vest ratably on April 1, 2022, April 1, 2023, and April 1 2024.

	/s/ Janet VA Replogle, attorney-in-fact for Mr. Cook	11/03/2021
	** 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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