Amy Doll Form 4 ORRSTOWN FINANCIAL SERVICES / AMY DOLL 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^*

DOLL AMY

(Last) (First) (Middle)

4750 LINDLE ROAD

(Street)

HARRISBURG PA 17111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORRSTOWN FINANCIAL SERVICES INC [ ORRF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

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
Orrstown Financial Services, Inc, Common Stock	07/01/2024		A		13,358	A	$0	13,358(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	07/01/2024		A		6,667	A	$0	6,667(2)	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 Option (right to buy)(3)	$17.59	07/01/2024		A		1,173		07/01/2024	08/12/2024	Orrstown Financial Services, Inc, Common Stock	1,173	$0	1,173	D
Stock Option (right to buy)(3)	$17.64	07/01/2024		A		805		07/01/2024	12/16/2024	Orrstown Financial Services, Inc, Common Stock	805	$0	805	D
Stock Option (right to buy)(3)	$19.64	07/01/2024		A		5,596		07/01/2024	11/17/2025	Orrstown Financial Services, Inc, Common Stock	5,596	$0	5,596	D
Stock Option (right to buy)(3)	$21.23	07/01/2024		A		3,134		07/01/2024	11/15/2026	Orrstown Financial Services, Inc, Common Stock	3,134	$0	3,134	D
Stock Option (right to buy)(3)	$29.92	07/01/2024		A		1,998		07/01/2024	12/13/2027	Orrstown Financial Services, Inc, Common Stock	1,998	$0	1,998	D
Stock Option (right to buy)(3)	$25.99	07/01/2024		A		2,309		07/01/2024	12/11/2028	Orrstown Financial Services, Inc, Common Stock	2,309	$0	2,309	D

Explanation of Responses:

1. On July 1, 2024, Codorus Valley Bancorp, Inc. (CVLY) merged with and into Orrstown Financial Services, Inc. (ORRF). Pursuant to the merger, each share of CVLY common stock held by the reporting person was converted into the right to receive 0.875 shares of ORRF common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $25.40 per share. The closing price of ORRF common stock on June 28, 2024 was $27.36 per share.

2. Represents an award of shares of restricted stock of ORRF vesting on July 28, 2025 upon achievement of targeted expense savings based on ORRFs going forward annual expense run rate at June 30, 2025 compared to the combined reported expenses of ORRF and CVLY (excluding merger-related and other extraordinary expenses in both cases) for the year ended December 31, 2023.

3. At the effective time of the merger, each option to purchase CVLY common stock held by the reporting person was automatically converted into an option to purchase a number of shares of ORRF common stock equal to the product of the number of shares of CVLY common stock subject to such stock option and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of CVLY common stock of such stock option divided by (b) the Exchange Ratio.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	07/03/2024
	** 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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