Gerald P Plush Form 4 Amerant Bancorp / Gerald P Plush 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^*

Plush Gerald P

(Last) (First) (Middle)

220 ALHAMBRA CIRCLE

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

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
Class A Common Stock	02/16/2022		M		20,792	A	$0(1)	32,892(2)	D
Class A Common Stock	02/16/2022		F		8,182(3)	D	$33.98	24,710	D
Class A Common Stock	02/16/2022		M		8,508	A	$0(1)	33,218	D
Class A Common Stock	02/16/2022		F		3,348(4)	D	$33.98	29,870	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
Restricted Stock Units(5)	$0.0(1)	02/16/2022		M			20,792	(6)	(6)	Class A Common Stock	20,792	$0	41,585	D
Restricted Stock Units LTI 2021(7)	$0.0(1)	02/16/2022		M			8,508	(8)	(8)	Class A Common Stock	8,508	$0	17,017	D
Performance Based Restricted Stock Units	$0.0(9)							(10)	(10)	Class A Common Stock	62,377		62,377	D
Performance Based Restricted Stock Units LTI 2021	$0.0(9)							(11)	(11)	Class A Common Stock	38,288		38,288	D
Restricted Stock Units LTI 2022	$0.0(1)	02/16/2022		A		14,714		(12)	(12)	Class A Common Stock	14,714	$0	14,714	D
Performance Based Restricted Stock Units LTI 2022	$0.0(9)	02/16/2022		A		22,072		(13)	(13)	Class A Common Stock	22,072	$0	22,072	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of Class A Common Stock.

2. As set forth in footnotes 5 and 7 below more fully, the reporting person had previously reported 87,902 restricted stock units in Table 1 of Form 4. The total reported in column 5 has been adjusted to subtract 58,602 restricted stock units that have not yet vested and are now being reported in Table II of Form 4.

3. This number reflects an aggregate of 8,172 shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of 20,792 restricted stock units.

4. This number reflects an aggregate of 3,348 shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of 8,508 restricted stock units.

5. On February 16, 2021, the reporting person was awarded 62,377 restricted stock units in connection with a sign-on grant related to the reporting person's appointment as Vice-Chairman and CEO. The 62,377 restricted stock units were originally reported by the reporting person in Table I of Form 4. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Plush remains in the continuous service of the Company or a subsidiary through each such date.

6. On February 16, 2021, the reporting person was granted 62,377 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

7. On February 16, 2021 the reporting person was awarded 25,525 restricted stock units under the 2021-2023 Long Term Incentive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. The 25,525 restricted stock units were originally reported by the reporting person in Table I of Form 4. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Plush remains in the continuous service of the Company or a subsidiary through each such date.

8. On February 16, 2021, the reporting person was granted 25,525 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

9. Each Performance Based Restricted Stock Unit is the economic equivalent of one share of Class A Common Stock.

10. Performance based restricted stock units awarded to Mr. Plush in connection with a sign-on grant related to Mr. Plush's appointment as Vice-Chairman and CEO. Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold or Target level set by the Compensation Committee for a 3-year period beginning January 1, 2021 and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 100% of the performance based restricted stock units. The number of performance based restricted stock units reported reflect the maximum number of performance based restricted stock units Mr. Plush may earn at the end of the performance period.

11. Performance based restricted stock units awarded to Mr. Plush under the 2021-2023 Long Term Inventive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Compensation Committee for a 3-year period beginning January 1, 2021 and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units. The number of performance based restricted stock units reported reflect the maximum number of performance based restricted stock units Mr. Plush may earn at the end of the performance period.

12. On February 16, 2022 the reporting person was awarded 14,714 restricted stock units under the 2022-2024 Long Term Incentive Plan, a sub-plan of the 2018 Equity and Incentive Compensation Plan. Each restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Plush remains in the continuous service of the Company or a subsidiary through each such date.

13. Each performance based restricted stock unit represents the right to receive, following vesting, one share of Class A common stock. The actual number of performance-based restricted stock units earned shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Compensation Committee for a 3-year period beginning January 1, 2022, and ending on December 31, 2024, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units. The number of performance-based restricted stock units reported reflect the maximum number of performance-based restricted stock units Mr. Plush may earn at the end of the performance period.

Remarks:

Vice-Chairman, President and Chief Executive Officer.

	/s/ Julio V. Pena, as Attorney-in-Fact for Gerald P. Plush	02/18/2022
	** Signature of Reporting Person	Date
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