Metropolitan Bank Holding (MCB) Form 4 Metropolitan Bank Holding / Mark R DeFazio 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^*

DeFazio Mark R

(Last) (First) (Middle)

99 PARK AVENUE

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Metropolitan Bank Holding Corp. [ MCB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2022

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
Common Stock	02/28/2022		A		20,000(7)	A	$0.00	102,755(1)(2)(3)(4)(5)	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
Stock Options	$18							(6)	10/22/2023	Common Stock	57,000		57,000	D
Stock Options	$18							(6)	12/02/2023	Common Stock	74,000		74,000	D
Stock Options	$18							(6)	03/18/2024	Common Stock	30,000		30,000	D
Stock Options	$18							(6)	06/01/2025	Common Stock	70,000		70,000	D

Explanation of Responses:

1. Includes shares of restricted stock granted on March 1, 2017 that vest at a rate of 33.3% per year commencing on March 1, 2020.

2. Includes restricted stock units granted on February 25, 2020 that vest at a rate of 33.3% per year commencing on December 15, 2020.

3. Includes restricted stock units granted on February 24, 2021 that vest at a rate of 33.3% per year commencing on March 1, 2022.

4. Includes restricted stock units granted on February 23, 2022 that vest 100% on February 23, 2023.

5. Includes restricted stock units granted on February 23, 2022 that vest at a rate of 33.3% per year commencing on March 1, 2023.

6. Fully vested and exercisable.

7. On May 3, 2021 the reporting person was granted 60,000 restricted stock units which vests at a rate of 33% per year commencing on February 28, 2022, subject to the satisfaction of certain performance criteria. The performance criteria for the fiscal year ended December 31, 2021 were met, resulting in the vesting of 20,000 restricted stock units.

	/s/ Michele Weber, pursuant to power of attorney	03/02/2022
	** 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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