Gallagher Michael John Form 3 ENTERPRISE BANCORP / MICHAEL JOHN GALLAGHER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GALLAGHER MICHAEL JOHN

(Last) (First) (Middle)

C/O ENTERPRISE BANCORP, INC.

222 MERRIMACK STREET

(Street)

LOWELL MA 01852

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2015

3. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [ EBTC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-Principal Subsidiary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,710.0447	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	03/14/2018	Common Stock	313	14.85	D
Stock Option (Right to Buy)	(2)	03/19/2019	Common Stock	425	16.25	D
Stock Option (Right to Buy)	(3)	03/18/2023	Common Stock	900	16.43	D
Stock Option (Right to Buy)	(4)	03/17/2024	Common Stock	826	20.29	D
Stock Option (Right to Buy)	(5)	03/16/2025	Common Stock	485	21.03	D

Explanation of Responses:

1. Options vest at 25% per year on the anniversary date of the grant date with the first installment vesting on 3/16/12. Options are fully vested.

2. Options vest at 25% per year on the anniversary date of the grant with the first installment vesting on 3/20/13. Options will be fully vested on 3/20/16.

3. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 19, 2015.

4. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 18, 2016.

5. Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 17, 2017.

	/s/ John P. Clancy, Jr. as attorney-in-fact for Michael John Gallagher	03/30/2015
	** 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 5 (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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