Wellesley Bancorp Form 4 Wellesley Bancorp / Thomas J Fontaine 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^*

Fontaine Thomas J

(Last) (First) (Middle)

100 WORCESTER STREET, SUITE 300

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wellesley Bancorp, Inc. [ WEBK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

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	06/01/2020		D		21,779	D	$0.0000(1)	0.0000	D
Common Stock	06/01/2020		D		12,931.69	D	$0.0000(1)	0.0000	I	By 401(k)
Common Stock	06/01/2020		D		50	D	$0.0000(1)	0.0000	I	By Custodian for Daughter
Common Stock	06/01/2020		D		50	D	$0.0000(1)	0.0000	I	By Custodian for Son
Common Stock	06/01/2020		D		2,867	D	$0.0000(1)	0.0000	I	By ESOP
Common Stock	06/01/2020		D		2,666	D	$0.0000(1)	0.0000	I	By Stock Award II
Common Stock	06/01/2020		D		3,500	D	$0.0000(1)	0.0000	I	By Trustee for EJF Family Trust
Common Stock	06/01/2020		D		4,500	D	$0.0000(1)	0.0000	I	By Trustee for RJF 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 (right to buy)	$15.35	06/01/2020		D			16,285	10/01/2013(2)	10/01/2022	Common Stock	16,285	$0.0000(2)	0.0000	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 5, 2019, by and among Cambridge Bancorp ("Cambridge"), Cambridge Trust Company, Wellesley Bancorp, Inc. ("Wellesley") and Wellesley Bank. Wellesley merged with and into Cambridge, with Cambridge continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Wellesley common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.580 shares of Cambridge common stock.

2. At the Effective Time, pursuant to the Agreement and Plan of Merger, dated as of December 5, 2019, by and among Cambridge Bancorp, Cambridge Trust Company, Wellesley Bancorp, Inc. and Wellesley Bank, all stock options were cancelled and the reporting person received a cash payment equal to $32.42 per share minus the applicable exercise price of such stock option multiplied by each stock option held.

	/s/ Edward G. Olifer, Power of Attorney	06/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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