Howard Kent Form 4 MALVERN BANCORP / HOWARD KENT 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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X

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^*

KENT HOWARD

(Last) (First) (Middle)

C/O MALVERN BANCORP

42 E. LANCASTER AVE.

(Street)

PAOLI PA 19301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MALVERN BANCORP, INC. [ MLVF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2023

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	07/17/2023		D		166,350.24	D	(1)	0	D
Common Stock	07/17/2023		D		38,719	D	(1)	0	I	By Marcia Kent Special Trust

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	$16.02	07/17/2023		D			1,000	(2)	03/31/2026	Common Stock	1,000	(2)	0	D
Stock Options	$26.2	07/17/2023		D			1,166	(2)	12/29/2027	Common Stock	1,166	(2)	0	D
Stock Options	$21	07/17/2023		D			1,000	(2)	03/28/2027	Common Stock	1,000	(2)	0	D
Stock Options	$20.9	07/17/2023		D			1,000	(2)	02/26/2029	Common Stock	1,000	(2)	0	D
Stock Options	$20.28	07/17/2023		D			1,000	(2)	02/26/2030	Common Stock	1,000	(2)	0	D
Stock Options	$18.69	07/17/2023		D			1,000	(2)	04/01/2031	Common Stock	1,000	(2)	0	D
Stock Options	$16.05	07/17/2023		D			1,000	(2)	05/03/2032	Common Stock	1,000	(2)	0	D
Stock Options	$17.86	07/17/2023		D			1,000	(2)	03/06/2033	Common Stock	1,000	(2)	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2022, as amended by the amendments thereto (the "Merger Agreement"), by and among Malvern Bancorp, Inc. (the "Company"), Malvern Bank, National Association, First Bank, and FB Merger Subsidiary LLC. Pursuant to the Merger Agreement each share of Company common stock was converted into .7733 shares of common stock of First Bank and $7.80 in cash.

2. These stock options, which provided for vesting in five equal annual installments beginning on the date of grant, were fully vested and canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (a) the number of shares of Malvern Bancorp Common Stock underlying such stock option multiplied by (b) the excess, if any, of (i) the 0.7733 exchange ratio multiplied by the average closing price of First Bank common stock for the 20 trading days preceding the 10th day prior to the closing date of the merger, plus $7.80 in cash over (ii) the per share exercise price of such option.

Remarks:

This "Exit" Form 4 is being voluntarily filed to report that the Reporting Person is no longer subject to Section 16 reporting.

	/s/ Howard Kent	07/17/2023
	** 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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