David B. Reilly Form 4 HarborOne Bancorp / David B. Reilly 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Reilly David B.

(Last) (First) (Middle)

C/O HARBORONE BANCORP, INC.

770 OAK STREET

(Street)

BROCKTON MA 02301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HarborOne Bancorp, Inc./NEW [ HONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. V.P. - Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2019

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	08/14/2019		J(1)		26,188	A	$0	26,188(2)	D
Common Stock	08/14/2019		A		7,500	A	$10	33,688(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)	$10.23	08/14/2019		J(3)		62,840		(4)	08/15/2027	Common Stock	62,840	$0	62,840	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion of HarborOne Mutual Bancshares (the "MHC") each share of HarborOne Bancorp, Inc. was exchanged for 1.79543146 shares of common stock of a new Massachusetts corporation also named HarborOne Bancorp, Inc. (formerly HarborOne NorthEast Bancorp, Inc.).

2. Includes 23,495 in restricted stock awards that vest in three annual installments starting on August 16, 2018.

3. Pursuant to the Plan of Conversion of the MHC, each option to purchase shares of common stock of HarborOne Bancorp, Inc. was converted into an option to purchase shares of common stock of new Massachusetts corporation also named HarborOne Bancorp, Inc. (formerly HarborOne NorthEast Bancorp, Inc.) by multiplying the number of shares subject to each option by the 1.79543146 exchange ratio. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 1.79543146 exchange ratio.

4. The options vest in three annual installments starting on August 16, 2018.

	/s/ Linda H. Simmons, attorney-in-fact	08/16/2019
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.