Odell Lawrence Form 4 FIRST BANCORP / Lawrence Odell 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^*

Odell Lawrence

(Last) (First) (Middle)

P.O. BOX 9146

(Street)

SAN JUAN PR 00908-0146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST BANCORP /PR/ [ FBP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017

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
First BanCorp Common Stock	05/10/2017		A		802(1)	A	$5.75(1)	422,096	D
First BanCorp Common Stock	05/10/2017		F		244(1)	D	$5.75(1)	421,852	D
First BanCorp Common Stock	05/10/2017		D		195,705(2)	D	$0.00	226,147	D
First BanCorp Common Stock	05/10/2017		F		5,463(3)	D	$5.75(3)	220,684	D
First BanCorp Common Stock	05/10/2017		F		3,939(4)	D	$5.75(4)	216,745	D
First BanCorp Common Stock	05/10/2017		F		4,524(5)	D	$5.75(5)	212,221	D
First BanCorp Common Stock	05/10/2017		F		3,579(6)	D	$5.75(6)	208,642	D
First BanCorp Common Stock								1,333(7)	I	Reporting Person's Children

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. Salary stock issued bi-weekly as a portion of the reporting person's salary compensation under the First BanCorp Omnibus Incentive Plan, as amended. Salary stock is fully vested on the date of grant. The number of shares represented by this award was determined by dividing the dollar value of the award granted to the reporting person by $5.75 (the closing price of the Issuer's common stock as quoted on the NYSE on May 10, 2017, the last trading day of the pay period). The shares reported as disposed of were withheld for taxes.

2. Reflects the forfeiture of restricted stock resulting from the sale by the United States Department of the Treasury ("U.S. Treasury") of its remaining shares of the Issuer's Common Stock at a price that, together with its proceeds from prior sales of the Issuer's Common Stock, resulted in its failure to recoup its entire original investment in the Issuer through the U.S. Treasury Troubled Asset Relief Program Capital Purchase Program.

3. Shares withheld to cover taxes related to restricted stock that vested pursuant to the terms of the restricted stock award dated March 21, 2012 but remained subject to TARP restrictions on transfer until the U.S. Treasury confirmed on May 10, 2017 that it had agreed to sell all of its remaining 10,291,553 shares of the Issuer's common stock, which caused that the restrictions on an additional 25% of the shares awarded were released as of such date.

4. Shares withheld to cover taxes related to restricted stock that vested pursuant to the terms of the restricted stock award dated April 3, 2013 but remained subject to TARP restrictions on transfer until the U.S. Treasury confirmed on May 10, 2017 that it had agreed to sell all of its remaining 10,291,553 shares of the Issuer's common stock, which caused that the restrictions on an additional 25% of the shares awarded were released as of such date.

5. Shares withheld to cover taxes related to restricted stock that vested pursuant to the terms of the restricted stock award dated March 27, 2014 but remained subject to TARP restrictions on transfer until the U.S. Treasury confirmed on May 10, 2017 that it had agreed to sell all of its remaining 10,291,553 shares of the Issuer's common stock, which caused that the restrictions on an additional 25% of the shares awarded were released as of such date.

6. Shares withheld to cover taxes related to restricted stock that vested pursuant to the terms of the restricted stock award dated March 20, 2015 but remained subject to TARP restrictions on transfer until the U.S. Treasury confirmed on May 10, 2017 that it had agreed to sell all of its remaining 10,291,553 shares of the Issuer's common stock, which caused that the restrictions on an additional 25% of the shares awarded were released as of such date.

7. 1,333 shares were acquired for the benefit of the reporting person's children.

Remarks:

	/s/Lawrence Odell	05/12/2017
	** 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).
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