Nakatsuka Ralph Y Form 4 Territorial Bancorp / Ralph Y Nakatsuka 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^*

Nakatsuka Ralph Y

(Last) (First) (Middle)

1132 BISHOP STREET, SUITE 2200

(Street)

HONOLULU HI 96813

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Territorial Bancorp Inc. [ TBNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chairman & Co-COO

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019

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	05/09/2019		S		2,523(4)	D	$28.61	153,948(1)(2)(3)	D
Common Stock	05/09/2019		S		668(4)	D	$28.62	153,280(1)(2)(3)	D
Common Stock	05/09/2019		S		462(4)	D	$28.63	152,818(1)(2)(3)	D
Common Stock	05/09/2019		S		35(4)	D	$28.64	152,783(1)(2)(3)	D
Common Stock	05/09/2019		S		100(4)	D	$28.65	152,683(1)(2)(3)	D
Common Stock	05/09/2019		S		44(4)	D	$28.66	152,639(1)(2)(3)	D
Common Stock	05/09/2019		S		500(4)	D	$28.665	152,139(1)(2)(3)	D
Common Stock	05/09/2019		S		376(4)	D	$28.69	151,763(1)(2)(3)	D
Common Stock	05/09/2019		S		217(4)	D	$28.7	151,546(1)(2)(3)	D
Common Stock	05/09/2019		S		100(4)	D	$28.73	151,446(1)(2)(3)	D
Common Stock								10,682	I	By ESOP

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	$17.36							08/19/2011	08/19/2020	Common Stock	26,870		26,870	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on May 25, 2018.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 8, 2019.

3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 7, 2020.

4. Represents shares sold in connection with the payment of taxes due on exercise of stock options on May 3, 2019.

	/s/ Michael Brown, pursuant to Power of Attorney	05/10/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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